UCC filing system confusion - debtor name requirements
Has anyone dealt with debtor name formatting issues on UCC filings? I'm working on a UCC-1 for a commercial loan and the borrower's legal name on their articles of incorporation shows 'Northern Equipment Solutions LLC' but their operating agreement uses 'Northern Equipment Solutions, LLC' (with the comma). The lender is insisting we use the exact name from the charter but I've heard conflicting advice about punctuation mattering for search purposes. This is for equipment financing on heavy machinery worth about $450K so I really can't afford to get this wrong. Anyone know the specific requirements for debtor name accuracy? I've been going back and forth with this for three days and need to get it filed by Friday.
31 comments
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AstroAce
The comma thing trips up a lot of people. Generally you want to match the exact legal name as it appears on the organizational documents filed with the state. If their articles say 'Northern Equipment Solutions LLC' without the comma, that's what you should use on the UCC-1. The search logic usually ignores punctuation anyway but it's better to be precise with the legal name.
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Yuki Kobayashi
•This is exactly right. I learned this the hard way when a filing got rejected because I added a comma that wasn't in the official name. Stick with the charter documents.
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Carmen Vega
•Wait but what if the operating agreement is more recent? Wouldn't that supersede the articles?
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AstroAce
•Operating agreements don't change the legal name - that would require an amendment to the articles. The legal name for UCC purposes is what's on file with the Secretary of State.
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Andre Rousseau
I had a similar issue last month and ended up using Certana.ai to cross-check my UCC-1 against the debtor's charter documents. You just upload both PDFs and it instantly flags any name mismatches or inconsistencies. Saved me from filing with the wrong debtor name format. Really straightforward tool - caught three discrepancies I missed during manual review.
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Ethan Clark
•That sounds helpful - I've been manually comparing documents for hours. Does it handle the punctuation variations automatically?
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Andre Rousseau
•Yes, it specifically checks for those kinds of formatting differences between documents. Really takes the guesswork out of debtor name verification.
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Zoe Stavros
ALWAYS use the name exactly as it appears in the state filing records. I've seen too many UCC filings become unenforceable because someone thought 'close enough' was good enough with debtor names. For a $450K deal you definitely want precision. Check the Secretary of State database directly if you have any doubt.
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Jamal Harris
•This is the best advice. The state database is the ultimate authority for legal entity names.
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Ethan Clark
•Good point about checking the SOS database directly. I should verify what they actually have on file rather than relying on the documents the borrower provided.
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GalaxyGlider
Oh man I feel your pain on this. I spent WEEKS going back and forth on a debtor name issue last year. The borrower kept insisting their 'doing business as' name was fine to use but that's not how UCC works at all. You need the exact registered legal name, punctuation and all. Don't let anyone convince you otherwise or you'll be dealing with a worthless filing.
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Mei Wong
•DBA names are such a trap! So many people don't understand the difference.
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GalaxyGlider
•Right?? And then when there's a default situation you find out your lien isn't worth the paper it's printed on because the debtor name doesn't match.
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Liam Sullivan
For equipment financing specifically, you also want to make sure your collateral description is detailed enough. I know you're focused on the debtor name but don't overlook describing the machinery properly. Serial numbers, model numbers, manufacturer - all that matters for perfection.
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Ethan Clark
•Good reminder. I have all the equipment specs but was so focused on the name issue I hadn't double-checked the collateral schedule formatting.
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Amara Okafor
•Equipment descriptions can be tricky. Make sure you're not too specific that you miss related equipment, but not so broad that it's meaningless.
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Giovanni Colombo
The Friday deadline is making me nervous for you! If there's any uncertainty about the debtor name, maybe consider calling the filing office directly. Some states have help desks that can advise on name formatting questions.
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Ethan Clark
•That's not a bad idea. I didn't think about calling them directly but they might have specific guidance.
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Fatima Al-Qasimi
•Most SOS offices are pretty helpful with UCC questions if you call during business hours.
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StarStrider
I've been using document verification tools more frequently after getting burned on a name mismatch. Certana.ai has been really reliable for catching these kinds of discrepancies before filing. Upload your charter docs and UCC draft, and it flags any inconsistencies immediately. Especially valuable for larger deals where you can't afford mistakes.
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Dylan Campbell
•How long does the verification usually take? Sounds like it could be useful for tight deadlines.
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StarStrider
•It's instant - literally just upload the PDFs and get results in seconds. Perfect for deadline situations like this.
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Sofia Torres
Just to add another perspective - I always get a certificate of good standing from the Secretary of State before filing any UCC. That way I know exactly how the entity name appears in their current records. Costs a few bucks but worth it for peace of mind on big deals.
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Ethan Clark
•That's actually brilliant. I should have thought of that from the start.
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Dmitry Sokolov
•Certificate of good standing is always a good idea anyway for due diligence purposes.
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Ava Martinez
Whatever you do, don't guess on the debtor name. I saw a case where a lender lost their security interest because they used 'ABC Company Inc.' instead of 'ABC Company, Inc.' - that comma made all the difference in court. When in doubt, be exact.
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Miguel Ramos
•Wow that's terrifying. A comma cost them their security interest?
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Ava Martinez
•Yep. The debtor argued that searches under the incorrect name wouldn't find the filing, and the court agreed. Precision matters in secured transactions.
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QuantumQuasar
•This is why I'm paranoid about every single character in debtor names now.
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Zainab Omar
Update us when you get it sorted out! These debtor name situations are always nerve-wracking but usually work out fine if you're careful about matching the official records.
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Ethan Clark
•Will do! Thanks everyone for the advice. I'm going to pull the certificate of good standing first thing tomorrow and then get this filed properly.
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