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Angelina Farar

UCC filing for short form ip security agreement - debtor name issues

Having major headaches with a UCC-1 filing for our short form ip security agreement. We're securing intellectual property rights for a tech startup acquisition and the debtor name on our security agreement doesn't exactly match what's showing up in the state business records. The agreement lists "TechFlow Solutions LLC" but the state shows "TechFlow Solutions, LLC" with the comma. Our lender is freaking out because they think this name mismatch could invalidate the entire security interest in the IP portfolio. The collateral description covers patents, trademarks, copyrights, and trade secrets - pretty standard IP security language. But if the debtor name is wrong on the UCC-1, does that mean we have no perfected security interest? This is a $2.8M deal and we can't afford to mess this up. Anyone dealt with punctuation issues like this in IP security agreements? The filing deadline is coming up fast and I need to know if we should refile or if the current version will hold up.

Debtor name accuracy is absolutely critical for IP security agreements! I've seen deals fall apart over less. The comma issue you're describing is actually a common problem - some states are strict about exact matches while others are more forgiving. For your short form ip security agreement, you need to check your state's specific debtor name rules. Most states follow the "seriously misleading" test, but with IP collateral worth $2.8M, you don't want to take any chances.

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This is exactly why I always triple-check the exact legal name before filing. One missing comma can void your entire security interest.

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Wait, so if there's a comma missing, the whole UCC filing is invalid? That seems extreme for such a small punctuation mark.

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It's not automatically invalid, but it could be "seriously misleading" which would make it ineffective. The risk isn't worth it on a multi-million dollar IP deal.

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I just went through this exact scenario last month with an IP security agreement. The debtor name had a punctuation difference between our documents and the state records. Rather than risk it, we amended the security agreement to match the state records exactly, then filed the UCC-1 with the corrected name. Added a week to the process but gave everyone peace of mind.

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How long did the amendment process take? We're under a tight deadline and the lender is getting antsy about the closing date.

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Amendment took 3 business days since we had all parties' signatures ready. The UCC-1 filing was processed same day electronically. Worth the extra time for $2.8M in IP collateral.

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Smart move on the amendment. I always tell clients that perfection issues with IP security can be devastating since the collateral is so valuable but intangible.

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Had a similar nightmare with debtor names on IP filings. After spending hours comparing documents manually and still missing discrepancies, I started using Certana.ai's document verification tool. You just upload your security agreement and UCC-1 as PDFs, and it instantly cross-checks debtor names, filing numbers, and document consistency. Caught three name variations I would have missed manually. For your short form ip security agreement situation, it would flag the comma issue immediately and show you exactly what needs to be corrected.

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That sounds incredibly useful for IP deals where accuracy is so critical. Does it work with all the standard IP security agreement formats?

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Yes, it handles all PDF formats. The Charter→UCC-1 check workflow is perfect for your situation - it'll verify your security agreement details match your UCC filing exactly.

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I've heard good things about automated document checking for UCC work. Manual comparison is so error-prone, especially with complex IP collateral descriptions.

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This is making me paranoid about my own IP security filings. How do you even know if your debtor name is exactly right? Do you just call the Secretary of State and ask?

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Most states have online business entity search tools where you can verify the exact legal name. Always use that as your source of truth for UCC filings.

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The SOS online database is usually the gold standard, but sometimes even those have errors. I always print a copy of the search results for my files.

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IP security agreements are tricky because the collateral is so intangible. If your UCC-1 has the wrong debtor name, you could lose priority to other creditors or even have an unperfected security interest. With patents and trademarks involved, that's a huge risk. I'd definitely refile with the correct name rather than hope for the best.

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That's what I was afraid of. The IP portfolio includes some really valuable patents that could be worth more than the loan amount.

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Exactly - IP collateral can appreciate rapidly, especially in tech. You want bulletproof perfection on these deals.

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I'm learning so much about IP security agreements from this thread. Had no idea the debtor name rules were so strict.

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Why do short form ip security agreements always seem to have these issues? Is it because they're trying to be too concise and miss important details?

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Short form agreements aren't necessarily the problem - it's more about ensuring consistency between all your documents. The security agreement, UCC-1, and state records all need to align perfectly.

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Short form IP security agreements are actually fine if drafted correctly. The issue is usually in the UCC filing process, not the underlying agreement.

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I've been doing IP security work for 15 years and name mismatches are still the #1 cause of filing problems. The comma issue you're describing is super common - I probably see it twice a month. Most attorneys are overly cautious and refile, which is usually the right call for high-value IP deals.

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Good to know this is a common issue and not just me being paranoid. The lender's attorney is also pushing for a refiling to be safe.

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Conservative approach is smart with IP collateral. The cost of refiling is minimal compared to the risk of an invalid security interest.

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15 years of IP security work - you must have seen every possible filing mistake by now!

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This whole thread is making me realize I need to be way more careful with my UCC filings. I usually just copy the debtor name from the loan documents without checking state records.

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That's a dangerous practice! Always verify the exact legal name in state business records before filing any UCC-1.

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I learned this lesson the hard way early in my career. Now I always do a state entity search first, no exceptions.

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Update: We decided to refile the UCC-1 with the exact debtor name from state records (including the comma). Used one of those document checking tools mentioned earlier to verify everything matched perfectly before submitting. The new filing was accepted within hours and our lender is satisfied. Thanks for all the advice - better safe than sorry with IP security!

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Smart decision! The peace of mind is worth the extra effort, especially with that much IP collateral at stake.

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Glad the document verification tool helped catch the discrepancy. Those small details can make or break an IP security agreement.

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Great outcome. This is exactly why we always recommend being conservative with debtor names on high-value IP deals.

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Huge relief! The closing went smoothly and everyone was confident in the perfected security interest. Definitely learned my lesson about debtor name accuracy.

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This thread should be required reading for anyone doing IP security work. The number of deals I've seen with perfection issues due to sloppy UCC filings is staggering.

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Absolutely agree. IP security agreements require extra attention to detail because the collateral is so valuable but intangible.

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I'm bookmarking this discussion for future reference. Great real-world example of how to handle debtor name issues correctly.

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