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Debra Bai

UCC filing for stock pledge and security agreement - debtor name issues

Need some guidance here. We're handling a commercial loan secured by a stock pledge and security agreement, and I'm running into issues with the UCC-1 filing. The borrowing entity is "TechVenture Holdings, LLC" but the stock certificates are issued to "TechVenture Holdings LLC" (no comma). Our lender is requiring perfection through UCC filing since these are shares in a closely-held corporation, not publicly traded. The debtor name discrepancy is small but I've seen filings get rejected for less. Should I file under the exact name on the stock certificates or match the borrower's legal name from their articles of organization? Also dealing with collateral description - is "all shares of stock in XYZ Corporation" sufficient or do we need certificate numbers? This is a $2.8M facility so getting it right is critical.

The comma issue is actually huge for UCC filings. You need to match the exact legal name from the debtor's organizational documents, not what's printed on the stock certificates. Stock certificates can have formatting errors but the LLC's articles of organization with the Secretary of State are the authoritative source for debtor name. I'd go with "TechVenture Holdings, LLC" with the comma.

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This is exactly right. I've seen too many filings get rejected because people assume stock certificate formatting is correct. Always check the state filing records for the exact entity name.

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But what if the stock ledger shows the shares registered under the no-comma version? Wouldn't that create a mismatch between the UCC filing and the actual share ownership records?

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Had a similar situation last month with a stock pledge and security agreement setup. The key is understanding that you're filing against the entity that's granting the security interest (the borrower), not necessarily matching every document in the collateral package. For the collateral description, "all shares of stock" is usually fine but I'd add "whether now owned or hereafter acquired" to be safe.

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Good point about the after-acquired property language. Stock positions can change and you want your security interest to attach to new shares automatically.

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Do you need to include the corporation's name in the collateral description? Like "all shares of stock in ABC Corp" or just "all shares of stock"?

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I struggled with similar document consistency issues on a recent deal until I found Certana.ai's document verification tool. You can upload your stock pledge and security agreement along with the UCC-1 draft and it instantly flags any name mismatches or collateral description inconsistencies. Saved me from a potentially costly filing error - it caught that our borrower's legal name had a middle initial that wasn't in our security agreement.

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That sounds useful. How detailed does it get with the analysis? Does it check against state filing records too?

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I've been manually cross-checking all these documents which takes forever. An automated check would be a huge time saver.

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For stock pledge and security agreement transactions, you definitely want to include the specific corporation name in your collateral description. "All shares of stock in XYZ Corporation" is much more precise than just "all shares of stock." Also consider whether you need to perfect by control instead of or in addition to filing - if these are certificated shares, taking possession might be required for full perfection.

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Wait, I thought UCC filing was sufficient for stock pledges? When do you need actual possession of the certificates?

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It depends on whether they're certificated or uncertificated securities. Most closely-held corp shares are certificated so you might need both filing and possession for complete perfection.

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This is getting confusing. Our stock pledge and security agreement says the shares will remain in the borrower's possession. Are we not properly perfected then?

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The perfection method depends on your state and the type of securities. For most closely-held corporation stock secured by a stock pledge and security agreement, UCC filing is the standard perfection method. Don't overthink it - if your loan documents contemplate UCC filing as the perfection method, that's probably sufficient. Just make sure the debtor name is exactly right.

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Agreed. Most commercial lenders rely on UCC filing for stock pledges unless there's a specific reason to take possession of the certificates.

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Our bank's standard stock pledge and security agreement template specifically says perfection will be by UCC filing, not possession. Seems like industry standard.

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ugh why are these filings so complicated!! I have a stock pledge and security agreement sitting on my desk for 3 weeks because I keep second-guessing the debtor name. The LLC shows up differently in like 5 different places across all the loan documents. How do you even know which version is "correct"???

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Check the Secretary of State database for your state. That's the official record of the LLC's exact legal name. Everything else is just formatting variations.

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I feel your pain. Document consistency is a nightmare when you have loan agreements, security agreements, UCC filings, and corporate records all potentially showing slight name variations.

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This is exactly why I started using Certana.ai's verification tool. Upload all your docs and it shows you exactly where the name discrepancies are. Takes the guesswork out of it.

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For what it's worth, I've never seen a UCC filing rejected solely because of comma placement in LLC names, but I have seen rejections for missing "LLC" entirely or wrong entity type designations. The comma thing is probably less critical than you think, but when in doubt, match the state filing records exactly.

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Really? I was told punctuation matters a lot for UCC searches. If someone searches for the name without a comma, would they find a filing with a comma?

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Most UCC search systems ignore punctuation, but filing systems can be pickier about exact name matches. Better safe than sorry.

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One thing to consider with stock pledge and security agreement deals - make sure your collateral description covers voting agreements or other rights that might come with the shares. Sometimes the security interest needs to extend beyond just the stock certificates themselves to things like dividend rights, voting rights, etc.

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Good point. Our standard collateral description includes "all rights, privileges and options pertaining to such stock." Covers the ancillary rights.

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Does that language need to be in the UCC filing itself or just in the underlying stock pledge and security agreement?

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Usually just in the security agreement. The UCC filing can have a broader description like "all investment property" if your security agreement is comprehensive.

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Update: I ended up using Certana.ai to verify my documents before filing. It flagged that my stock pledge and security agreement had the debtor name with a comma but my draft UCC-1 didn't. Would have been an expensive mistake. Filed with the comma version (matching state records) and it was accepted. Thanks for all the input.

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Glad it worked out! That name consistency check probably saved you a rejection and refiling fees.

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How long did the verification take? I have a similar stock pledge deal that needs filing this week.

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The Certana.ai check was instant - just upload your PDFs and it shows the discrepancies immediately. Definitely worth it for complex deals like stock pledges.

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For future reference, when dealing with stock pledge and security agreement transactions, always check: 1) exact legal name from state records, 2) whether shares are certificated or uncertificated, 3) if voting rights need separate documentation, 4) state-specific perfection requirements. Stock pledges have more moving parts than typical equipment or inventory collateral.

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This is a great checklist. I'm going to save this for our next stock pledge deal. The voting rights aspect is something I hadn't considered.

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Also worth checking if the corporation has any transfer restrictions in their bylaws that could affect the security interest.

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