UCC filing rejected - security assignment agreement debtor name mismatch with original filing

Wait, wouldn't it be easier to just redo the security assignment agreement to match the original UCC-1? Seems like less paperwork than amending the original filing.

Maybe, but if the loan docs already reference the version with the comma, changing the security assignment agreement might create other inconsistencies. It's a mess either way.

Thanks, that's helpful. Do you know if filing them simultaneously requires any special paperwork or just submitting both UCC-3 forms at the same time?

Just submit both forms. I usually put a note in the additional information section referencing the other filing, but it's not required. The important thing is the timing.

This is why I always triple-check the debtor names before any assignment gets drafted. One little comma or period can derail everything.

Interesting, I hadn't heard of that tool. Does it catch other inconsistencies too or just name issues?

It checks everything - debtor names, filing numbers, collateral descriptions, dates. Really thorough. I wish I'd known about it earlier, would have saved me multiple rejected filings.

I mean, I get the frustration, but exact name matching is important for search accuracy. If someone's doing a debtor search, they need to know exactly what to look for.

But most search systems have fuzzy matching anyway. This level of precision is overkill for what's essentially a public notice system.

The rules are strict because courts have thrown out liens for much smaller discrepancies. Better to be overly precise than lose your security interest entirely.

The original filing is only 18 months old, so continuation isn't an issue yet. But the assignment needs to be recorded within 30 days of the loan closing, so I'm getting close to that deadline.

OK good, so you have some breathing room. The 30-day thing is probably a lender requirement, not a UCC requirement, so you might be able to get an extension if needed.

Exactly! And don't even get me started on apostrophes in company names. Had a client with "Joe's Construction LLC" vs "Joes Construction LLC" - rejected three times.

Oh man, apostrophes are the worst. Half the time they get stripped out by the filing system anyway, but then your source documents don't match.

Good point, I'll check the state filing records. The operating agreement might have the comma version since that's what's in the security assignment agreement.

Yeah, if the state records show the comma, then amending the UCC-1 to match is probably your cleanest option.

That's a great idea. Do you remember if they were helpful, or did they just refer you back to the written rules?

They were actually pretty helpful. Obviously they can't guarantee acceptance, but they could tell me if something was obviously going to be rejected.

My experience calling SOS offices is hit or miss. Depends on who you get and how busy they are.

Good catch, thanks. So if I amend the original UCC-1, the assignment should reference the amendment filing number, not the original number?

Actually, you still reference the original filing number, but you want to make sure your assignment reflects the debtor name as it appears after the amendment. The filing number doesn't change.

Right, the amendment updates the original filing in place. Same number, corrected information.

That's a good point. The lender definitely wants this resolved quickly, but they might have opinions on the best approach.

Exactly. And if there are multiple loans or a credit facility involved, they'll want consistency across all the UCC filings.

That's the second mention of that tool. Sounds like it might be worth trying before I submit anything else.

Yeah, it's saved me a lot of headaches. Just drag and drop your UCC docs and security agreements, and it flags any inconsistencies instantly.

That's great to hear! Did you file them in the same state, or does the timing vary by jurisdiction?

This was in Ohio. I think most states process amendments pretty quickly, but I wanted to be safe with the timing.

Ohio's pretty fast. Some states take longer to process amendments, so that day-between approach might not work everywhere.