UCC filing for private non adverse security agreement - debtor name verification issues
Got a situation here that's driving me crazy. Working on a UCC-1 for a private non adverse security agreement between family members (business loan from uncle to nephew's LLC). The debtor entity name on the original security agreement shows "Peterson Manufacturing Solutions LLC" but when I pulled the Secretary of State records, it's actually registered as "Peterson Manufacturing Solutions, LLC" - notice the comma difference. The security agreement was signed 3 months ago and we're just now getting around to perfecting the lien. I know debtor name accuracy is critical for UCC filings, but I'm getting conflicting advice on whether this comma discrepancy will cause a rejection. Some sources say use the exact SOS name, others say match the security agreement exactly. Anyone dealt with this type of private non adverse security agreement filing where the entity name has minor punctuation differences? Don't want this UCC-1 to get bounced back for a simple comma issue when the underlying security agreement is solid. The collateral is manufacturing equipment worth about $180K so we definitely need this perfected properly. Also wondering if there are any special considerations for private non adverse security agreements versus traditional commercial lending arrangements when it comes to UCC filing requirements?
36 comments


Seraphina Delan
That comma issue will definitely cause problems. I've seen UCC-1s rejected for less - the filing office is very strict about exact debtor name matches. You need to use the name exactly as it appears on the Secretary of State records, which would be "Peterson Manufacturing Solutions, LLC" with the comma. For private non adverse security agreements, the UCC filing requirements are the same as any other secured transaction. The relationship between the parties doesn't change the perfection requirements - you still need accurate debtor name, proper collateral description, and all the standard UCC-1 elements.
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Jabari-Jo
•Completely agree on using the SOS name. I made this exact mistake last year with a family business loan and had to refile. Cost extra fees and delayed the perfection by 2 weeks.
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Kristin Frank
•Wait, I thought you were supposed to match the security agreement name? I'm confused now because my attorney told me to use whatever name is on the underlying documents.
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Seraphina Delan
•The UCC requires the debtor's exact legal name as registered with the state. The security agreement name is irrelevant for UCC purposes - what matters is the official entity name on file with the Secretary of State.
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Micah Trail
Just went through something similar with a private non adverse security agreement for equipment financing between business partners. The key is getting that debtor name perfect - even a missing comma can void your perfection. I actually started using Certana.ai's document verification tool after getting burned on a name mismatch. You can upload your security agreement and the UCC-1 draft, and it'll flag any inconsistencies between the documents and cross-check against state records. Saved me from making this exact mistake on my last filing.
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Niko Ramsey
•Interesting, never heard of that tool. Does it actually check against the Secretary of State database or just compare the documents you upload?
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Micah Trail
•It does both - compares your documents for internal consistency and also flags potential name issues that commonly cause UCC rejections. Really helpful for catching these punctuation problems before you file.
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Nia Watson
UGH the Secretary of State systems are so picky about this stuff!!! I had a UCC-1 rejected because the debtor name had "Inc." instead of "Incorporated" - like seriously??? It's the same company but they rejected it over abbreviation differences. For private non adverse security agreements you definitely still need to follow all the same rules. The filing office doesn't care if it's between family members or strangers - they just want the paperwork perfect.
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Seraphina Delan
•I know it seems excessive but the debtor name rules exist for good reason. Search accuracy depends on exact matches - if someone searches for the wrong name variation they might not find your filing.
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Nia Watson
•I get WHY the rules exist but the execution is ridiculous. One tiny punctuation mark and your whole filing gets bounced back with extra fees.
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Alberto Souchard
Been doing UCC filings for 15 years and this comma issue comes up constantly. Always use the exact Secretary of State name - "Peterson Manufacturing Solutions, LLC" in your case. The security agreement name discrepancy doesn't matter for UCC purposes. For your $180K equipment collateral, make sure your collateral description is specific enough. "Manufacturing equipment" might be too vague depending on your state's requirements. Consider listing major equipment categories or serial numbers if the security agreement includes them.
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Niko Ramsey
•Good point on the collateral description. The security agreement lists specific equipment with serial numbers - should I include all of that detail in the UCC-1 or keep it more general?
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Alberto Souchard
•Depends on your state and the agreement terms. If the security agreement is detailed, you can reference it in the UCC-1 with something like "manufacturing equipment as described in security agreement dated [date]." Just make sure it's clear what's covered.
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Katherine Shultz
•I usually go with more detail rather than less. Better to be over-specific than have someone argue the collateral description was too vague later.
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Marcus Marsh
Private non adverse security agreements can be tricky because people assume they're simpler but the UCC requirements are identical. Family relationships don't create any special filing exemptions or simplified procedures. One thing to watch with private arrangements - make sure your security agreement has all the required elements for enforceability in your jurisdiction. I've seen family loans where they skipped important provisions thinking "we trust each other" only to have problems later.
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Hailey O'Leary
•This is so true! My brother-in-law's business loan turned into a nightmare when the security agreement was too informal. The UCC filing was perfect but the underlying agreement had enforceability issues.
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Marcus Marsh
•Exactly - the UCC filing is just the perfection step. If the underlying security agreement is defective, perfection won't save you in a dispute or bankruptcy proceeding.
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Cedric Chung
Definitely file with "Peterson Manufacturing Solutions, LLC" including the comma. I work with a lot of family business arrangements and this name precision issue trips people up constantly. Also consider whether you need any special provisions in your UCC-1 for this type of private arrangement. While the basic filing requirements are the same, sometimes private lenders want additional protections or specific language that differs from bank standard forms.
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Niko Ramsey
•What kind of additional provisions would you recommend for a private non adverse security agreement?
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Cedric Chung
•Nothing in the UCC-1 itself, but make sure your security agreement addresses things like default notice periods, enforcement procedures, and what happens if the family relationship changes. The UCC filing stays standard.
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Talia Klein
Had almost this exact scenario last month - family LLC loan with name punctuation differences between the security agreement and state records. Filed using the Secretary of State name and it went through fine. One tip: when you file, save a copy of the Secretary of State entity search results showing the exact name you used. If anyone questions the name later, you have documentation that you used the official registered name.
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Niko Ramsey
•Smart idea on saving the search results. Did you have any issues with the security agreement name not matching the UCC filing exactly?
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Talia Klein
•No issues at all. The security agreement name discrepancy is irrelevant as long as it's clear which entity is the debtor. The UCC system only cares about the official state registration name.
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Maxwell St. Laurent
This whole private non adverse security agreement thing sounds complicated. I'm helping my dad with a similar family business loan situation and now I'm worried we're missing something important. Do you need special documentation or disclosures for these private arrangements? The loan is only $45K but I want to make sure we're doing everything right with the UCC filing.
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Seraphina Delan
•The UCC filing process is the same regardless of loan amount or family relationship. Focus on getting the debtor name exactly right and providing a clear collateral description.
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Maxwell St. Laurent
•OK that's reassuring. I was worried there were extra steps for family loans but sounds like it's just standard UCC-1 requirements.
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PaulineW
Another vote for using the official Secretary of State name with the comma. I've never seen a private non adverse security agreement get any special treatment in the UCC system - they process exactly like commercial filings. Just ran into a similar name issue and used Certana.ai to double-check everything before filing. Really helpful for catching these small but critical details that can kill your perfection.
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Annabel Kimball
•How does that Certana thing work exactly? Do you have to pay per document or is it subscription based?
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PaulineW
•You just upload your documents and it flags potential issues. The value is in catching problems before you file rather than dealing with rejections and refiling fees.
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Chris Elmeda
Peterson Manufacturing Solutions, LLC - definitely include that comma. Private non adverse security agreements follow standard UCC rules, no shortcuts or special procedures. For your equipment collateral worth $180K, consider whether you need to file as a fixture filing if any of the manufacturing equipment is attached to real property. Family arrangements sometimes overlook this detail.
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Niko Ramsey
•Good catch on the fixture filing possibility. Some of the equipment is bolted down but I think it's still considered personal property rather than fixtures.
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Chris Elmeda
•Check your state's fixture laws carefully. Manufacturing equipment attached to real property can be tricky to classify, and you might need both a standard UCC-1 and a fixture filing to be fully protected.
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Alberto Souchard
•Fixture determination depends on intent and degree of attachment. If there's any question, dual filing is often the safer approach even if it costs a bit more.
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Jean Claude
Thanks everyone for the detailed responses! Sounds like the consensus is clear - use "Peterson Manufacturing Solutions, LLC" with the comma from the Secretary of State records, and treat this private non adverse security agreement exactly like any other secured transaction for UCC purposes. I'll review the collateral description too and make sure it's detailed enough. Appreciate all the practical advice - definitely learned some things about fixture filings and documentation best practices I hadn't considered.
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Seraphina Delan
•You're welcome! These name issues are so common but critical to get right. Good luck with your filing.
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Micah Trail
•Glad we could help. The UCC system is unforgiving on details but once you know the rules it's pretty straightforward, even for private arrangements.
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