UCC filing verification through texas secretary of state business search - name matching issues
Running into problems with UCC-1 filings where the debtor names don't exactly match what shows up in the Texas Secretary of State business search results. We're financing equipment for a construction company and their legal name in the SOS database shows as 'ABC Construction Services, LLC' but our loan docs have them as 'ABC Construction Services LLC' (no comma). Filed the UCC-1 with the comma version to match SOS records, but now I'm second-guessing whether that was right since our security agreement uses the no-comma version. The filing went through without rejection, but I'm worried about perfection issues down the line. Has anyone dealt with punctuation discrepancies between SOS business records and actual debtor documents? Should I file an amendment to cover both versions or is the SOS-matching version sufficient for perfection?
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Riya Sharma
This is actually a common issue with business entity names and UCC filings. The general rule is that you want to match the exact legal name as it appears in the Secretary of State records, which it sounds like you did correctly. The comma vs no comma thing has been litigated before and courts have generally held that minor punctuation differences don't defeat perfection as long as the name is substantially similar and not seriously misleading.
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Santiago Diaz
•Thanks for this - do you remember which cases dealt with the punctuation issue? I'd like to read up on the precedent.
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Riya Sharma
•I believe In re Spearing Tool was one of the key cases, though that was more about abbreviations. The Revised Article 9 commentary also addresses this under the 'seriously misleading' standard.
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Millie Long
I had a similar situation last year with an LLC name that appeared differently on various documents. What I ended up doing was running the debtor name through Certana.ai's document verification tool - you can upload your Charter documents and UCC-1 side by side and it flags any inconsistencies automatically. Saved me from having to manually cross-reference everything and caught a middle initial discrepancy I had missed.
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Nathaniel Stewart
•That sounds helpful - does it check against SOS records too or just compare the documents you upload?
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Millie Long
•It compares the documents you upload, so you'd want to pull the official entity record from SOS and upload that along with your UCC-1. The tool is really good at catching things like punctuation differences, spacing issues, entity type mismatches.
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KaiEsmeralda
•I've been doing manual comparisons this whole time like a caveman... definitely going to check this out
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Debra Bai
Wait, you filed with the SOS version even though your security agreement has the no-comma version? That seems backwards to me. Shouldn't the UCC match your actual loan documents since that's what establishes the security interest?
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Riya Sharma
•No, the UCC-1 debtor name should match the legal name on file with the state. The security agreement can have variations as long as it's clear who the parties are. The UCC filing is what third parties search against.
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Debra Bai
•Ah ok, I had that backwards. So the chain is: legal entity name (SOS) -> UCC filing -> then security agreement just needs to be clear about the debtor identity?
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Riya Sharma
•Exactly. The UCC is the public notice, so it needs to match what searchers would find when looking up the debtor's legal name.
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Gabriel Freeman
This is giving me anxiety about my own filings now. I never thought about checking the exact punctuation in the SOS database. How critical is this really? Are there cases where lenders have lost their security interest over comma placement?
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Laura Lopez
•It's not as scary as it sounds. The UCC has a 'seriously misleading' standard - minor variations that wouldn't prevent a reasonable searcher from finding the filing are generally okay.
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Gabriel Freeman
•But how do you know what's 'seriously misleading' versus just 'minor variation'? Seems like a judgment call that could go either way.
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Victoria Brown
•There's actually a safe harbor rule - if your debtor name matches what's in the Secretary of State records, you're protected even if there are other variations of the name floating around.
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Samuel Robinson
I've been burned by name variations before. Had a filing rejected because I used 'Inc.' instead of 'Incorporated' - the SOS system can be really picky. Now I always pull the official entity record first and copy the name exactly as it appears, character for character.
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Camila Castillo
•Same here! I learned to copy-paste directly from the SOS website rather than typing it out. Too easy to miss a period or get the entity type wrong.
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Brianna Muhammad
•The Texas SOS system is pretty good about showing the exact legal name format. Some states are more ambiguous but Texas usually has it clearly displayed.
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JaylinCharles
For what it's worth, I think you're probably fine with the comma version since that matches SOS. But if you're really worried about it, filing a UCC-3 amendment to add the no-comma version as an additional debtor name wouldn't hurt. Belt and suspenders approach.
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Nathaniel Stewart
•That's what I'm leaning toward. The amendment fee isn't that expensive and it would give me peace of mind.
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Eloise Kendrick
•Yeah, I'd rather pay the extra $15 or whatever the amendment costs than worry about it. Especially on a larger deal.
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JaylinCharles
•Exactly. The cost of an amendment is nothing compared to the potential issues if your perfection gets challenged.
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Lucas Schmidt
This thread convinced me to double-check all my recent filings. Found two where I had similar name variations - used Certana.ai to compare my UCC-1s against the entity records and sure enough, there were discrepancies I hadn't caught. Filed amendments for both just to be safe.
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Freya Collins
•Good catch! Were they serious discrepancies or minor punctuation stuff like OP's situation?
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Lucas Schmidt
•One was punctuation (ampersand vs 'and') and the other was a missing middle initial in the entity name. Probably not deal-killers but not worth the risk.
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LongPeri
Here's my take - you followed the correct procedure by matching the SOS records. The 'seriously misleading' test is pretty forgiving for minor variations. I wouldn't lose sleep over a comma, but if the amendment gives you peace of mind and your client doesn't mind the cost, go for it.
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Oscar O'Neil
•Agreed. At the end of the day, no searcher is going to miss finding the debtor because of a comma difference.
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Sara Hellquiem
•True, but tell that to the underwriter who's going to question it during the loan review process.
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LongPeri
•Fair point. Sometimes it's worth addressing the issue proactively rather than having to explain it later.
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Charlee Coleman
UPDATE: Ended up filing the amendment to include both name variations. Took about 10 minutes online and now I don't have to worry about it. Thanks everyone for the advice - this forum is always helpful for these edge cases.
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Liv Park
•Smart move. Better safe than sorry with UCC filings.
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Leeann Blackstein
•Glad it worked out! Now you have both bases covered.
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Ryder Greene
For future reference, the Texas SOS Direct Access system usually shows the exact official name format when you do an entity search. That's your gold standard for UCC filings in Texas.
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Carmella Fromis
•Yep, that system is pretty reliable. Just make sure you're looking at the current/active entity record and not some old version.
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Theodore Nelson
•Also worth noting that some entities have name changes over time, so always check the filing date to make sure you're using the name that was current when your security interest attached.
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