UCC filing requirements for texas promissory note and security agreement - debtor name issues
Running into some confusion with a UCC-1 filing related to our texas promissory note and security agreement. We're securing a $275K equipment loan and the debtor is an LLC that recently amended their articles. The promissory note shows the company name as 'Advanced Manufacturing Solutions LLC' but their current secretary of state registration shows 'Advanced Manufacturing Solutions, LLC' (note the comma). Our security agreement references the equipment collateral properly, but I'm worried about this name discrepancy causing filing issues. The loan docs were signed 3 weeks ago and we need to get the UCC-1 perfected ASAP. Has anyone dealt with similar debtor name mismatches between the underlying promissory note and the actual entity name on file? I know Texas SOS can be pretty strict about exact name matching. Don't want this financing statement to get rejected or worse, be ineffective due to a punctuation issue.
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Kingston Bellamy
This is actually a common issue with LLC filings. Texas SOS requires exact matching for debtor names on UCC-1s. Even punctuation differences can cause problems. You'll want to file using the exact name as it appears in the current Texas Secretary of State records - so 'Advanced Manufacturing Solutions, LLC' with the comma. The fact that your promissory note shows it differently doesn't invalidate the UCC filing as long as you use the correct legal name.
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Joy Olmedo
•Absolutely right about the exact name matching. I learned this the hard way when a filing got rejected for missing a comma in an LLC name. Texas doesn't mess around with debtor name accuracy.
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Isaiah Cross
•But what about the discrepancy with the underlying promissory note? Could that create issues down the road if there's ever a dispute about which entity actually signed the security agreement?
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Kiara Greene
Had a similar situation last month with a promissory note showing one version of an LLC name and the actual entity having a slightly different registered name. The key is to use the EXACT name from the Texas SOS database for your UCC-1 filing. The underlying loan documents can reference the entity however they want, but the financing statement needs to match the official records perfectly. Otherwise you risk the filing being rejected or ineffective for purposes of perfection.
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Evelyn Kelly
•This is where I always double-check the Texas Secretary of State business search before submitting any financing statement. Saves so much headache later.
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Paloma Clark
•Smart approach. I've seen too many UCC filings that looked fine but were actually ineffective due to minor name discrepancies that weren't caught until an audit or enforcement action.
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Heather Tyson
I actually discovered a tool recently that helps with exactly this type of document consistency issue. Certana.ai has this UCC document verification feature where you can upload your promissory note, security agreement, and planned UCC-1 filing as PDFs. It automatically cross-checks all the debtor names, collateral descriptions, and other critical details to flag any inconsistencies before you file. Caught a debtor name mismatch for me that would have caused major headaches later. Just upload the documents and it instantly verifies everything aligns properly.
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Raul Neal
•That sounds really useful. Manual document comparison is such a pain and it's easy to miss small discrepancies like punctuation or spacing differences.
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Jenna Sloan
•How detailed does it get with the verification? Does it also check collateral descriptions for consistency between the security agreement and UCC-1?
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Heather Tyson
•Yes, it checks collateral descriptions too. Really comprehensive - looks at debtor names, collateral schedules, filing numbers if you're doing amendments, all the critical stuff that needs to match up perfectly.
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Christian Burns
For your specific situation, I'd recommend filing the UCC-1 with the exact name from the current Texas SOS records ('Advanced Manufacturing Solutions, LLC' with comma). The promissory note discrepancy won't invalidate the security interest as long as it's clear you're dealing with the same entity. You might want to consider filing an additional financing statement with the alternative name as well, just to be extra safe, though that's probably overkill for a simple punctuation difference.
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Sasha Reese
•Dual filing seems like overkill to me too. As long as the UCC-1 matches the official entity name, you should be fine. The underlying docs just need to clearly reference the same entity.
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Muhammad Hobbs
•I disagree - I'd definitely consider a dual filing for a $275K loan. The cost of an additional UCC-1 is minimal compared to the risk of an ineffective filing if there's any question about entity identity later.
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Noland Curtis
•That's a fair point about the loan amount. Better safe than sorry when you're talking about that kind of exposure.
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Diez Ellis
Make sure you're also checking that the LLC was properly formed and in good standing when the promissory note and security agreement were executed. Sometimes name discrepancies happen when entities aren't current on their state filings or have pending amendments that haven't been processed yet.
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Vanessa Figueroa
•Good point about entity status. Texas has been pretty quick with processing amendments lately, but there can still be timing issues if documents were signed during a name change process.
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Abby Marshall
•Also worth checking if there are any assumed name filings (DBAs) that might be relevant to the transaction.
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Sadie Benitez
I'm dealing with something similar right now but with a corporation instead of LLC. Texas SOS rejected my first UCC-1 because I used 'Corp.' instead of 'Corporation' in the debtor name. Had to refile with the exact name from their database. Really frustrating but learned my lesson about checking the exact registered name first.
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Drew Hathaway
•That's exactly why I always print out the entity search results from Texas SOS before preparing any UCC filings. Takes the guesswork out of it.
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Laila Prince
•How long did it take to get the rejection notice and refile? Worried about timing issues with our perfection deadline.
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Sadie Benitez
•Texas is pretty fast - got the rejection within 2 business days and was able to refile immediately. Still caused a delay in perfection though, which was stressful.
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Isabel Vega
The equipment collateral description in your security agreement - make sure that's also precise for the UCC-1. Texas allows broader descriptions but being specific helps avoid issues later. If your security agreement lists specific equipment serial numbers or model numbers, consider including at least some of that detail in the financing statement.
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Dominique Adams
•I usually go with a broader description on the UCC-1 like 'all equipment' unless there's a specific reason to be more detailed. Gives more flexibility if the debtor acquires additional equipment later.
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Marilyn Dixon
•Depends on the type of equipment and loan structure. For a $275K equipment loan, I'd probably want to be fairly specific about what's being secured, especially if it's specialized manufacturing equipment.
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Louisa Ramirez
Update on my situation - ended up using Certana.ai to verify all our documents before filing. Found two other minor inconsistencies I hadn't noticed beyond the name issue. Really glad I caught those before submitting to Texas SOS. The verification process was super quick, just uploaded the PDFs and got a detailed report highlighting any mismatches.
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TommyKapitz
•That's awesome that it caught other issues too. What kind of inconsistencies did it find besides the debtor name?
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Louisa Ramirez
•One was a slight difference in how the collateral was described between the security agreement and what I had drafted for the UCC-1. The other was a date discrepancy that could have caused confusion later. Nothing major but definitely worth fixing.
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Angel Campbell
For anyone else dealing with promissory note and security agreement UCC filings in Texas - the state has been pretty consistent about requiring exact debtor name matches. Don't try to get creative or use shortened versions. Always use the full legal name exactly as it appears in the Secretary of State database. Save yourself the rejection and refiling hassle.
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Payton Black
•Completely agree. Texas SOS is one of the stricter states when it comes to UCC filing requirements. Better to be overly precise than risk rejection.
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Harold Oh
•Has anyone had issues with continuation filings in Texas? Wondering if they're equally strict about name matching for UCC-3 continuations.
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Amun-Ra Azra
•Yes, they're just as strict with continuations. The debtor name on your UCC-3 has to match exactly what was on the original UCC-1, even if the entity has since changed names.
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Summer Green
Final update - got the UCC-1 filed successfully using the exact name from Texas SOS records. No issues with the underlying promissory note having the slightly different name format. The financing statement was accepted and shows as active in the system. Thanks everyone for the advice, especially about using the official entity name rather than what was in our loan documents.
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Gael Robinson
•Glad it worked out! Always nerve-wracking waiting for UCC filing confirmations, especially with name discrepancy concerns.
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Edward McBride
•Perfect example of why it's worth taking the time to verify entity names before filing. Saves so much potential headache down the road.
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Darcy Moore
•This whole thread is going in my reference folder. Great real-world example of handling debtor name issues between promissory notes and UCC filings.
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