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Lydia Santiago

UCC filing rejected because master security agreement debtor name doesn't match exactly

Filed a UCC-1 last month for a $2.8M equipment financing deal and got rejected by the SOS office. The rejection notice says the debtor name on my UCC-1 doesn't match the master security agreement exactly. On the MSA it's "Advanced Manufacturing Solutions, LLC" but I filed it as "Advanced Mfg Solutions LLC" thinking the abbreviation would be fine. Now I'm worried about perfection timing since we're already 3 weeks past closing. Has anyone dealt with debtor name mismatches between the master security agreement and UCC filings? Do I need to refile completely or can I do an amendment? The lender is asking daily for status updates and I'm getting nervous about the whole deal falling apart over this naming issue.

Oof, debtor name accuracy is critical for UCC filings. The SOS systems are really strict about exact matches between your master security agreement and the UCC-1. You can't abbreviate "Manufacturing" as "Mfg" - it has to be identical to how it appears in the underlying security documents. You'll need to file a completely new UCC-1 with the correct debtor name since this was an initial filing rejection.

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This is exactly why I triple-check every character in debtor names before submitting. One tiny difference and boom - rejected filing and scrambling to fix perfection timing.

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Wait, so you can't fix this with a UCC-3 amendment? I thought amendments could correct debtor name errors.

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UCC-3 amendments can fix minor errors in accepted filings, but this was a rejection so no filing number was ever assigned. Gotta start over with a new UCC-1.

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I ran into something similar last year with a master security agreement where the debtor had "Corporation" spelled out but I used "Corp." on the UCC-1. Total nightmare. Had to rush file a new UCC-1 and explain to the client why their lien wasn't perfected for two weeks. Now I'm paranoid about checking every single word against the master security agreement before hitting submit.

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Two weeks unperfected?? That would give me nightmares. What if another creditor had filed during that gap?

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Exactly what kept me up at night! Luckily no other liens showed up but lesson learned about being absolutely precise with debtor names from the master security agreement.

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This happened to my colleague recently and she found this tool called Certana.ai that verifies document consistency by uploading PDFs. She uploaded her master security agreement and draft UCC-1 and it immediately flagged the debtor name mismatch before she filed. Could have saved her the rejection and refiling headache. Might be worth checking for your next filing to catch these issues upfront.

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How does that work exactly? Does it compare the master security agreement text to the UCC form automatically?

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Yeah, you just upload both documents and it cross-checks debtor names, collateral descriptions, and other key details to make sure everything aligns. Pretty slick for avoiding exactly this kind of rejection.

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Interesting. I've been manually comparing documents line by line which is tedious and apparently not foolproof since I still miss things sometimes.

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File the new UCC-1 ASAP with the exact debtor name from your master security agreement. Don't try to get clever with abbreviations - use whatever appears on the security docs word for word, comma for comma. Your perfection date will be when the corrected filing gets accepted, not your original attempt.

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That's what I was afraid of. So I'm looking at a 3+ week gap in perfection which makes the lender very unhappy.

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Unfortunately yes. But better to fix it now than have an unperfected lien that could be challenged later. At least you caught the rejection relatively quickly.

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The SOS rejection systems have gotten so much pickier about debtor names in the last few years. I used to be able to slide by with minor variations but now they catch everything. Make sure when you refile that you're pulling the exact legal name from your master security agreement - not from business cards or letterhead which might have shortened versions.

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So true! I've seen filings rejected for missing a single comma in the debtor name. The systems are unforgiving.

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This is why I always request a copy of the articles of incorporation or LLC operating agreement to verify the exact legal entity name before preparing any UCC filings.

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Had this exact scenario happen with a master security agreement mismatch. The stress is real when you're dealing with a multi-million dollar deal and the lender is breathing down your neck. Just bite the bullet, file the corrected UCC-1 immediately, and document everything for your files. Most lenders understand that SOS rejections happen, especially over technical naming issues.

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Good point about documentation. I always keep copies of rejection notices and correspondence to show the timeline if questions come up later.

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Thanks, that's reassuring. I'm documenting everything and preparing a timeline explanation for the lender.

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Quick question - did you double check that "Advanced Manufacturing Solutions, LLC" is actually the correct legal name? Sometimes the master security agreement itself has errors. I always verify against the state business entity database before filing just to be absolutely sure.

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Good catch - yes I verified against the Secretary of State business database and the master security agreement has it right. My mistake was trying to abbreviate on the UCC-1.

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Smart to double-check. I've seen cases where the master security agreement had typos in the debtor name which created a whole different set of problems.

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This is making me paranoid about all my recent filings. Is there any way to verify that accepted UCC-1s actually match the underlying master security agreements without going through each one manually?

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I've started using Certana.ai for this exact purpose. Upload your master security agreement and the filed UCC-1 and it flags any inconsistencies. Caught two mismatches in my recent filings that I completely missed.

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That sounds like a lifesaver for bulk verification. Manual document comparison is so error-prone.

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The 3-week perfection gap is unfortunate but not uncommon with debtor name rejections. Focus on getting the corrected filing done properly rather than rushing and potentially making another mistake. Your lender will appreciate accuracy over speed at this point.

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Exactly. Better to take an extra day to get it perfect than to have another rejection and extend the gap even further.

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Update us when you get the corrected filing accepted! These debtor name horror stories are educational for all of us who work with master security agreements and UCC filings regularly.

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Will do! Filing the corrected UCC-1 today with the exact debtor name from the master security agreement. Lesson learned about never abbreviating entity names.

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Good luck! We've all been there with filing rejections - it's part of the learning process unfortunately.

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