UCC filing rejected - security agreement colorado debtor name doesn't match exactly
I'm dealing with a nightmare situation where our UCC-1 filing got rejected because the debtor name on our security agreement doesn't match exactly what's showing up in the Colorado Secretary of State records. The company is "Mountain View Equipment Rental LLC" on our security agreement but their articles show "Mountainview Equipment Rental, LLC" (no space, added comma). Our lender is freaking out because the loan closed two weeks ago and we need this perfected ASAP. Has anyone dealt with this exact type of debtor name mismatch issue? I'm worried we're going to have to redo the entire security agreement which would delay everything by weeks. The collateral is heavy equipment worth $450K so this can't sit unperfected. Any advice on whether we can file with both name variations or if there's a faster way to resolve this?
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Jessica Nolan
This is actually pretty common with LLC names - the formatting differences between security agreements and state records cause rejections all the time. You need to check the exact name as it appears on the Colorado SOS database first. Usually you can search their online portal to see the precise formatting. Don't file with both variations - that'll just create more problems down the road.
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Leo McDonald
•Thanks, I did check the SOS database and it shows "Mountainview Equipment Rental, LLC" with no space and the comma. So I guess we need to amend our security agreement to match exactly?
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Jessica Nolan
•Actually, you might not need to amend the security agreement itself. Check with your lender about whether they'll accept a UCC-1 filing that uses the exact SOS name even if it's slightly different from the security agreement, as long as it's clearly the same entity.
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Angelina Farar
Had this exact same problem last month! The key is getting the UCC-1 debtor name to match the state records exactly, character for character. Your security agreement name variation probably won't invalidate the whole thing as long as it's clearly referring to the same legal entity. But definitely get that UCC-1 filed with the correct SOS name format ASAP.
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Leo McDonald
•How did you handle it? Did you need any special documentation to prove it was the same entity?
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Angelina Farar
•We just filed the UCC-1 with the exact state record name and included a brief explanation in our file notes. The lender was fine with it since the EIN and business address were identical. Took about 3 business days to get accepted.
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Sebastián Stevens
•This is where having a good document verification system really helps. I started using Certana.ai's UCC checker after a similar headache - you can upload your security agreement and then your UCC-1 draft and it flags any name inconsistencies before you file. Would have caught this issue upfront.
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Bethany Groves
Wait, are you sure you have the right legal name? Sometimes LLCs do business under slightly different names than their registered name. You might want to double check that "Mountain View Equipment Rental LLC" isn't a DBA or trade name, because that would explain the discrepancy.
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Leo McDonald
•Good point - I'll verify there's no DBA involved. The address matches exactly though, so I'm pretty sure it's just a formatting difference.
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KingKongZilla
•Yeah definitely check for DBAs. In Colorado you can search those on the SOS site too. But formatting differences in LLC names are super common and usually not a DBA situation.
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Rebecca Johnston
The Colorado SOS system is pretty strict about exact name matches. I'd recommend calling their UCC division directly - they're usually helpful about explaining exactly what name format they need. Sometimes they'll even tell you over the phone if a particular name variant will be accepted.
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Leo McDonald
•That's a great idea - do you have their direct number? I've been trying to navigate their website but it's not super clear.
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Rebecca Johnston
•I don't have it memorized but it should be on their business services page. They have a separate UCC help line. Just explain the name discrepancy situation and they'll usually guide you.
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Jessica Nolan
•The Colorado SOS UCC staff are actually pretty good about this stuff. They deal with name format issues constantly so they know all the common solutions.
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Nathan Dell
ugh this is why I hate dealing with UCC filings... every state has different quirks and the name matching requirements are so finicky. Last time I had a similar issue it took 3 weeks to sort out because we kept going back and forth with corrections.
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Maya Jackson
•I feel your pain! The name matching thing is the worst part of UCC filings. At least Colorado's online system is pretty fast once you get the format right.
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Angelina Farar
•It's definitely frustrating but once you learn the common pitfalls it gets easier. Name matching is probably the #1 cause of UCC-1 rejections.
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Tristan Carpenter
Quick question - when you say the loan closed two weeks ago, did you get a temporary perfection period? Some states give you a brief window to file after closing, but you definitely want to get this resolved ASAP regardless.
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Leo McDonald
•We should have 20 days from closing under the PMSI rules, but I don't want to cut it that close given the amount involved. Better to get it perfected properly now.
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Tristan Carpenter
•Smart approach. With $450K in equipment you definitely don't want to risk an unperfected security interest. Even a few days delay in getting this right is worth it.
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Amaya Watson
I ran into something similar with a client last year. We ended up having to file a UCC-3 amendment after the initial filing to correct the debtor name. Not ideal but it worked. Though in your case since you caught it before acceptance, just refile with the correct name format from the state records.
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Leo McDonald
•Good to know the UCC-3 amendment route exists as a backup. Hopefully we can just get the initial filing right though.
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Amaya Watson
•Yeah, amendments add complexity and cost. Much better to get the initial UCC-1 right. Just match the Colorado SOS records exactly and you should be good.
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Sebastián Stevens
•That's exactly why I mentioned the Certana.ai tool earlier - it would have caught this name format issue before filing and saved you from needing an amendment. Super helpful for these multi-document consistency checks.
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Grant Vikers
Have you considered whether this is actually a "seriously misleading" name difference? Under UCC Article 9, minor variations that don't make the filing seriously misleading might still be effective. Though with $450K at stake, probably better to just fix it properly.
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Leo McDonald
•I'm not familiar with that standard - is that something that would protect us if we filed with the security agreement name instead of the exact SOS name?
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Grant Vikers
•It's a legal standard but honestly it's not worth the risk. Courts can interpret "seriously misleading" differently. With that much collateral value, just use the exact state record name.
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Giovanni Martello
This happened to me with a Wyoming LLC filing. Spaces, commas, and punctuation differences will definitely cause rejections. I ended up calling the debtor directly to confirm which name format they prefer for legal documents, then used that consistently across everything.
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Leo McDonald
•That's smart - I should definitely confirm with the company which name they consider their official legal name. Though I assume it has to be whatever's on file with the state.
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Giovanni Martello
•Right, for UCC purposes it needs to match the state records exactly. But having the debtor confirm helps avoid confusion later.
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Savannah Weiner
Pro tip: always do a test search on the state UCC database with your planned debtor name before filing. It'll show you if there are any existing filings and confirm the name format they accept. Saves a lot of headaches.
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Leo McDonald
•Great advice - I wish I'd done that before our first filing attempt. Will definitely do that going forward.
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Savannah Weiner
•Yeah it's one of those things you learn after getting burned once. The test search feature is really helpful for avoiding these exact problems.
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Angelina Farar
•Absolutely. And if you're doing a lot of these filings, having a systematic way to verify document consistency upfront saves tons of time and re-filing fees.
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