UCC filing rejected - fund security agreement debtor name mismatch help needed
Running into a nightmare situation with our fund security agreement UCC filing. We're a private equity fund that just closed on a $12M equipment financing deal, and the SOS office rejected our UCC-1 because the debtor name on our fund security agreement doesn't exactly match what we put on the filing. The borrower is 'Advanced Manufacturing Solutions LLC' but our security agreement shows 'Advanced Manufacturing Solutions, LLC' (with the comma). I thought this was a minor punctuation difference but apparently it's enough to get rejected. This is holding up the entire deal and our investors are breathing down our necks. The loan closes Friday and we need this perfected by then. Has anyone dealt with fund security agreement filings where the debtor name formatting causes issues? Do we need to redo the entire security agreement or can we file an amendment? This is my first time handling the UCC side of fund deals and I'm honestly panicking.
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GalacticGuardian
Oh man, that comma issue is brutal but super common with fund security agreements. I've seen this exact scenario multiple times. The SOS systems are ridiculously strict about punctuation matches between your security agreement and UCC-1. You can't just file an amendment for this - you need the names to match exactly from the start. Your options are either redo the security agreement (which sounds impossible with Friday deadline) or file a new UCC-1 with the exact name from your fund security agreement including that comma.
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Nia Harris
•Wait, I thought amendments could fix name issues? Are you saying the initial UCC-1 has to be perfect or it's void?
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GalacticGuardian
•For fund security agreements, the perfection happens at the moment of filing. If the debtor name is wrong on the initial UCC-1, you don't have a perfected security interest. An amendment can't retroactively fix that gap. It's harsh but that's how it works.
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Mateo Gonzalez
This is exactly why I started using Certana.ai for all my fund security agreement deals. You can upload both your security agreement PDF and your UCC-1 draft, and it instantly flags any debtor name mismatches before you file. Would have caught that comma issue immediately. I learned this the hard way on a $8M deal last year - same exact comma problem with a fund security agreement. Now I run everything through their document checker first.
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Luca Bianchi
•Never heard of Certana.ai but at this point I'll try anything. Does it actually catch punctuation differences like this?
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Mateo Gonzalez
•Yeah, it's specifically designed for this. Upload your fund security agreement and UCC-1, and it cross-references every detail including punctuation, addresses, collateral descriptions. Takes like 30 seconds to spot issues that would get rejected.
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Aisha Ali
File the new UCC-1 with 'Advanced Manufacturing Solutions, LLC' (with comma) immediately. Don't wait. Even if you're not 100% sure, get something filed that matches your fund security agreement exactly. You can always terminate it later if needed, but you can't go back in time to perfect your lien.
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Luca Bianchi
•Good point about the timing. Should I include both versions of the name in the debtor section or just the one from the security agreement?
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Aisha Ali
•Just the exact name from your fund security agreement. Adding multiple versions will confuse the filing system and could cause another rejection.
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Ethan Moore
•Actually, some states allow alternative debtor names in separate fields. Check your state's UCC-1 form instructions.
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Yuki Nakamura
UGH this is so frustrating!!! I had the EXACT same issue with a fund security agreement last month. The SOS office is absolutely ridiculous about punctuation. Like, everyone knows it's the same company but they reject it anyway. Cost us a week and almost lost the deal. The system is broken.
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StarSurfer
•I feel your pain. Lost a $5M deal because of a period vs comma issue. The client was furious.
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Yuki Nakamura
•It's insane. We're talking about securing millions in assets and they reject over a comma. Someone needs to fix this system.
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Carmen Reyes
Quick question - did you check the Secretary of State's business records to see how the LLC name is officially registered? Sometimes the registered name is different from what's on the fund security agreement, and you need to match the official state records.
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Luca Bianchi
•That's a good point. Let me check the state business database. I just assumed our security agreement had the right name.
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Carmen Reyes
•Yeah, I've seen cases where the fund security agreement uses a 'doing business as' name instead of the legal entity name. The UCC-1 needs the exact legal name from state records.
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GalacticGuardian
•This is crucial. The debtor name on your fund security agreement should match the official state registration, not necessarily how they sign contracts or invoices.
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Andre Moreau
Been there with fund security agreements. Here's what saved me: call the SOS office directly and ask if they can tell you the exact format they need. Some clerks are helpful and will look at your rejected filing and tell you exactly what to fix. Worth a shot before you refile.
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Luca Bianchi
•Will try this first thing Monday morning. Hopefully they can give me the exact format they want.
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Andre Moreau
•Ask to speak to the UCC department specifically. The general clerks don't always know the nuances of fund security agreement filings.
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Zoe Christodoulou
Just went through this exact scenario. The trick is to match your fund security agreement exactly but also make sure that matches the state business records. If your security agreement has the wrong name, you might need to do an amendment to the security agreement itself. Pain in the ass but necessary for proper perfection.
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Luca Bianchi
•How long does amending a fund security agreement typically take? We're really tight on time here.
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Zoe Christodoulou
•If all parties agree, you can do it in a day or two. But with a Friday deadline, you might need to explore other options.
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Jamal Thompson
This is why I always triple-check debtor names before filing. For fund security agreements, I literally print out both documents and compare them character by character. Sounds paranoid but it prevents exactly this situation.
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Mei Chen
•That's smart but so time consuming. There's got to be a better way to catch these issues.
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Jamal Thompson
•Takes me maybe 10 minutes extra per filing. Way better than dealing with rejections and panicked clients.
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CosmicCadet
I've handled dozens of fund security agreement UCC filings and this comma issue comes up constantly. The solution is always the same - file with the exact name from your security agreement, period. No shortcuts, no assumptions. Match it exactly or expect rejection.
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Nia Harris
•Do you think it's worth calling the borrower to confirm how they want their name filed? Sometimes companies prefer one format over another.
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CosmicCadet
•Doesn't matter what they prefer. What matters is what's on your fund security agreement and what's in the state business records. Those are the only two sources that count for UCC purposes.
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Liam O'Connor
Had a similar fund security agreement filing issue last year. Ended up using some document verification tool - I think it was Certana.ai - that caught the name mismatch before I filed. Saved my butt. Now I run all my security agreements through it before filing anything.
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Luca Bianchi
•Seeing Certana mentioned a few times now. Might be worth checking out for future deals even if it's too late for this one.
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Liam O'Connor
•Yeah, it's become part of my standard process. Upload the fund security agreement and UCC-1 draft, and it flags any inconsistencies. Takes the guesswork out of it.
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Amara Adeyemi
Update: Called the SOS office and they confirmed I need to file with 'Advanced Manufacturing Solutions, LLC' (with comma) to match the fund security agreement. Filed a new UCC-1 this morning and it was accepted within 2 hours. Crisis averted! Thanks everyone for the advice. Definitely going to be more careful with debtor names going forward.
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GalacticGuardian
•Glad it worked out! That's a relief with such a tight deadline.
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Aisha Ali
•Great outcome. This thread will be helpful for others dealing with fund security agreement name issues.
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Mateo Gonzalez
•Perfect example of why document verification tools are so valuable. One small check could have prevented this whole situation.
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