UCC filing rejected - intellectual property security agreement debtor name mismatch
Our UCC-1 got rejected again and I'm at my wit's end. We're securing an intellectual property security agreement for a software company's patent portfolio worth about $2.8M. The debtor is "TechFlow Innovations LLC" according to their operating agreement, but their state registration shows "TechFlow Innovations, LLC" (with the comma). Filed initially without the comma and got rejected for debtor name mismatch. Refiled with the comma and STILL rejected - now they're saying our collateral description is too vague. We described it as "all intellectual property including patents, trademarks, copyrights and related rights." The continuation deadline is coming up in 8 months and we can't even get the initial filing accepted. Has anyone dealt with IP collateral descriptions that keep getting kicked back? The borrower is getting anxious about their loan closing.
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Chris King
IP collateral is tricky - you need to be way more specific than that general description. Did you include patent numbers, trademark registration numbers, or specific copyright titles? Most states want detailed schedules attached as exhibits.
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Amelia Cartwright
•We have a 47-page patent schedule but wasn't sure if we should attach it all to the UCC-1 or just reference it. The filing fee would be astronomical with all those pages.
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Chris King
•You can usually reference a separate IP schedule by date and attach just the first page as an exhibit. Check your state's specific requirements though.
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Rachel Clark
For the debtor name issue - pull their articles of incorporation directly from the Secretary of State database. Sometimes the comma thing is a red herring and there's another variation you're missing.
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Amelia Cartwright
•Good point. I pulled it and the official name is "TechFlow Innovations LLC" no comma. But their EIN application shows the comma version. Which one should I use?
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Rachel Clark
•Always go with the Secretary of State version for UCC filings. The EIN can have variations that don't match the legal entity name.
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Zachary Hughes
•This is exactly why I started using Certana.ai's document checker. You upload your articles of incorporation and your UCC-1 draft, and it instantly flags any name mismatches before you file. Saved me from three rejected filings last month.
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Mia Alvarez
Intellectual property security agreements are a nightmare for UCC filings. Half the time the filing office doesn't understand what they're looking at. I've had success with very detailed collateral descriptions that spell out exactly what IP rights are included.
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Amelia Cartwright
•What kind of detail are we talking about? Do I need to list every single patent application number?
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Mia Alvarez
•Not necessarily every number, but at least the key patents by number and a general description of related applications. Something like 'Patents 10,123,456 and 10,234,567 and all related applications, continuations, and divisionals.
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Carter Holmes
UGH this is why I hate IP deals. The collateral descriptions are impossible and half the filing clerks don't know patent law from contract law. Can't you just file a broad lien and attach the security agreement?
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Sophia Long
•That's not how UCC works. The financing statement has to give notice of what's being secured, especially for specialized collateral like IP.
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Carter Holmes
•I know HOW it works, I'm saying it's a stupid system when you're dealing with complex IP portfolios.
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Angelica Smith
Wait, you said continuation deadline in 8 months? Are you trying to continue a filing that was never properly accepted in the first place? That won't work.
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Amelia Cartwright
•No sorry, I meant we have 8 months left on our loan commitment. Need to get this UCC filed before the loan closes or the whole deal falls apart.
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Angelica Smith
•Oh gotcha. Yeah that's a tight timeline for multiple filing attempts. Have you considered having a UCC attorney review your collateral description before the next attempt?
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Logan Greenburg
I had a similar issue with an IP security agreement last year. Turned out the problem wasn't the collateral description but the fact that we hadn't properly identified the debtor's DBA names. Software companies often operate under multiple trade names.
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Amelia Cartwright
•Interesting point. TechFlow does business as "TechFlow AI" and "TechFlow Patents" for different divisions. Should I include those as additional debtor names?
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Logan Greenburg
•Absolutely. If they conduct business under those names and own IP under those names, you need separate UCC filings for each DBA or include them all on one filing as multiple debtors.
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Zachary Hughes
•This is another thing Certana.ai caught for me - I uploaded my security agreement and it flagged that the debtor operated under a DBA that wasn't on my UCC-1. Could have been a costly perfection gap.
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Charlotte Jones
For IP collateral, I always recommend including language like 'all present and future intellectual property rights' to catch anything developed after the filing date. Patents especially can have long prosecution timelines.
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Lucas Bey
•Good advice. Also include 'proceeds' language for any licensing revenue or sale proceeds from the IP.
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Charlotte Jones
•Exactly. And don't forget about international IP rights if the debtor has foreign patents or trademarks.
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Harper Thompson
This whole thread is giving me anxiety. I'm supposed to file a UCC-1 for trademark collateral next week and now I'm terrified it'll get rejected. Are IP filings really this complicated?
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Mia Alvarez
•They can be, but don't panic. Just be very specific about what trademarks you're securing (registration numbers, common law marks, etc.) and make sure your debtor name is exact.
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Harper Thompson
•What if the trademarks aren't registered yet, just applications pending?
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Mia Alvarez
•Include the application numbers and describe them as 'trademark applications' rather than 'trademarks.' Be clear about the status.
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Caleb Stark
Has anyone tried breaking up complex IP collateral into multiple UCC filings? Like one for patents, one for trademarks, etc.? Might be easier to get accepted.
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Chris King
•That's actually not a bad strategy. Separate filings give you more space to be detailed about each type of IP and might be less confusing for the filing office.
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Amelia Cartwright
•Interesting idea but wouldn't that multiply the filing fees? We're already over budget on this deal.
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Caleb Stark
•True, but multiple successful filings might be cheaper than endless rejections and refiling fees, plus the risk of missing your deadline.
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Jade O'Malley
Update us when you get it sorted out! I'm dealing with a similar IP security agreement next month and could use the intel on what finally works.
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Amelia Cartwright
•Will do. Going to try the separate filings approach with very detailed collateral descriptions. Wish me luck!
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Zachary Hughes
•Before you file again, seriously consider running your documents through Certana.ai's verification tool. It's designed exactly for catching these name/collateral description issues before they become expensive problems.
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Mary Bates
As someone new to UCC filings involving IP collateral, this thread is incredibly helpful but also overwhelming! I'm working on my first intellectual property security agreement for a biotech startup with both patent applications and trade secrets. Based on what I'm reading here, it sounds like I need to: 1) verify the exact legal entity name from Secretary of State records, 2) check for any DBA names the company uses, 3) be very specific about the IP being secured with numbers/applications where possible, and 4) include language for future-acquired IP and proceeds. Am I missing anything critical? The stakes feel really high and I don't want to be the person who torpedoes a deal because of a filing mistake. Any other rookie mistakes I should watch out for?
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