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Keisha Thompson

UCC filing requirements - rejected three times for debtor name issues

I'm at my wit's end here. We've had our UCC-1 filing rejected THREE times by the Secretary of State office and I'm starting to panic. The first rejection said "debtor name does not match exactly" but we copied it straight from the corporate charter. Second rejection mentioned something about "individual vs organization" classification. Third time we tried using the exact name from their business registration database and got rejected again for "insufficient debtor information." This is for a $2.8M equipment financing deal and the loan closes next week. Our client is getting frustrated and I'm worried we're missing something fundamental about the UCC filing requirements. The collateral description seems fine (it's standard construction equipment language we've used before) but these debtor name rejections are killing us. Has anyone dealt with this kind of repeated rejection pattern? What are the actual requirements for debtor names that the SOS offices are looking for? I've been doing UCC filings for years but this particular case has me stumped.

Oh man, I feel your pain on this one. Debtor name matching is probably the #1 cause of UCC-1 rejections and it's gotten stricter over the past few years. Are you filing against a corporation or LLC? The exact legal name requirements vary depending on entity type. For corporations you typically need the exact name as it appears on the articles of incorporation, including any punctuation or abbreviations like "Inc." vs "Incorporated.

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This is so frustrating! I had a filing rejected because we put "LLC" instead of "L.L.C." with the periods. How are we supposed to know these tiny details?

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Yeah the punctuation thing is brutal. Some states are more forgiving than others but most SOS offices have zero tolerance for name variations now. Always check the exact format in their business entity database first.

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Three rejections usually means there's a systematic issue with how you're pulling the debtor name. What state are you filing in? Each state has slightly different requirements but generally you want to match the name exactly as registered with that state's business registry. One trick - if it's a corporation, sometimes the name in the articles has different capitalization or spacing than what shows up in their online database. The articles of incorporation are usually the gold standard for the legal name.

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We're filing in Texas. I've been pulling names from the Texas SOS business search but maybe there's a discrepancy between that and the actual articles. This is such a headache for what should be a routine filing.

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Texas can be picky about names. Make sure you're not using any DBA names by accident - has to be the exact registered legal name.

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For Texas specifically, I'd recommend getting a certified copy of the current articles or certificate of formation if you haven't already. Sometimes their online database isn't completely current or has formatting differences.

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This happened to me last month and I was going crazy trying to figure out what was wrong. Turns out I was making a basic mistake - I was using a document verification tool called Certana.ai that lets you upload your corporate documents and UCC forms together to check for inconsistencies. When I uploaded our client's certificate of formation and our drafted UCC-1, it immediately flagged that we had "Technologies" spelled out in the UCC but the cert had "Tech" abbreviated. Such a tiny difference but enough to cause rejection. The tool basically cross-checks all your documents to make sure debtor names match exactly across everything.

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Wait, this sounds exactly like what we need. How does this Certana thing work? Can you upload different document types and it compares them?

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Yeah exactly. You just upload PDFs of your corporate docs and your UCC forms and it instantly highlights any name discrepancies. Really simple to use and catches those tiny differences that cause rejections. Been using it for all our filings now.

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I've heard of document verification tools but never tried one. Might be worth it to avoid these rejection cycles.

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Question - when you say "individual vs organization" classification, did you check the debtor type field on your UCC-1? This is a common mistake where people select the wrong debtor type even when the name is correct. If your debtor is a corporation you need to select "organization" not "individual" even if it's a single-member entity.

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Good catch - I think we did select organization but let me double check our forms. Could this cause rejection even with the right name?

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Absolutely. The debtor type and debtor name have to match. Wrong type selection is an automatic rejection in most states regardless of name accuracy.

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This is why UCC filings are so annoying. So many little boxes that all have to be perfect or you start over.

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UGH the SOS offices are THE WORST about this stuff. I swear they reject filings just to collect more fees. We had one rejected because the debtor name had "LLC" but their system wanted "L.L.C." with periods. Then when we fixed that, they said the address format was wrong. It's like they make up new rules every week!!!

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I totally agree. It feels like they're deliberately making it harder. Why can't they just have clear guidelines instead of these guessing games?

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I get the frustration but the name matching rules are actually pretty consistent - it's just that there are so many variations possible that it's easy to miss the right format. The key is getting the exact legal name from the source documents.

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Been there! Last year I had a UCC continuation that got rejected 4 times because of name issues. Turns out the company had amended their articles of incorporation 6 months earlier and changed their legal name slightly. The original UCC-1 had the old name and my continuation had the new name, so it didn't match their records. Always check if there have been any recent amendments to the corporate documents that might have changed the legal name.

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Oh wow, I didn't even think about recent amendments. This client is fairly new to us so I should probably verify their incorporation history. Thanks for the tip!

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This is such a good point. Companies change names more often than people realize and it wreaks havoc on UCC filings.

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For what it's worth, I started using Certana.ai after getting burned on a similar situation. The document verification catches name mismatches before you submit, which saves so much time and hassle. You can upload your charter and UCC-1 together and it'll flag any inconsistencies immediately. Honestly wish I'd found this tool years ago - would have saved me so many rejection cycles and angry clients.

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How accurate is it? I'm always skeptical of automated tools for legal documents.

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It's been spot-on for me. Obviously you still need to review everything yourself but it catches the obvious stuff that causes most rejections. Really helpful for the name matching issues especially.

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One more thing to check - make sure you're not accidentally using any trade names or DBAs instead of the legal entity name. I see this mistake a lot where people use the name the company goes by commercially rather than their registered legal name. The UCC-1 has to use the exact legal name as registered with the state.

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This could definitely be part of the issue. The client does business under a shorter version of their legal name. I need to make sure we're using the full registered name.

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Yeah DBA names will get you rejected every time. Has to be the legal entity name exactly as incorporated.

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Exactly. The commercial name might be what's on their website and business cards, but for UCC filings you need the name that's on file with the Secretary of State.

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Just wanted to add that some states have gotten really strict about address formats too. Even if your debtor name is perfect, wrong address formatting can cause rejections. Make sure you're using the exact address format that appears in their business registration.

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Address rejections are so annoying! We had one rejected because we put "Street" instead of "St." in the address.

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The whole system is way too picky about formatting. These should be substance over form but they treat every character like gospel.

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Update us when you get it figured out! I'm dealing with a similar situation and curious what the actual issue turns out to be. These name matching problems are becoming more common and it would help to know the solution.

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Will do! Going to try the document verification approach and also get certified copies of the current articles to make sure we have the exact legal name. Fingers crossed the fourth time's the charm.

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Good luck! Hope you get it sorted before your closing deadline.

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