UCC filing with future advance clause security agreement - debtor name complications

This is so true. We had a continuation get rejected last year because of a missing comma in the debtor name. Had to refile everything and it was a nightmare with the timing.

Wait, so the security agreement name has to match the UCC filing name exactly? I thought as long as it was substantially similar it would be okay?

Not exactly - the UCC-1 debtor name needs to match the charter, but the security agreement can have minor variations as long as it's not seriously misleading. The key is making sure your UCC filing uses the correct legal name.

Exactly this. We learned this the hard way when a debtor changed their name slightly and we didn't catch it. All our future advances were unperfected until we amended the filing.

That's exactly what I'm worried about. The potential exposure with future advances makes this even more critical. Did you end up having to file a UCC-3 amendment to fix the name issue?

Yes, we had to file a UCC-3 amendment, but there was a gap period where we weren't properly perfected. Thankfully no other creditors filed during that window, but it was stressful.

That sounds really useful. Does it work with security agreements too? I'd want to make sure all three documents (charter, security agreement, UCC-1) are consistent.

Yes, you can upload multiple PDFs and it will check consistency across all of them. It's designed specifically for these UCC document workflows where name accuracy is critical.

I'm always skeptical of these automated tools, but honestly the name matching stuff is pretty straightforward. Might be worth trying if it saves you from a filing rejection.

That's a great tip about calling the SOS office. I never thought of that but it makes perfect sense.

Some states have online databases where you can search by entity name and see the exact legal name. Much faster than calling.

True, but I've found that the phone verification gives you the most current information, especially if there are recent amendments that might not be updated online yet.

I feel your frustration but the rules exist for a reason. Searchers need to be able to find filings reliably, and name variations can make that difficult.

Yeah I get it, but it's still annoying when you have to refile because of a stupid comma.

Good point. The security agreement does have 'after-acquired property' language, so I think we're covered there. It's really just the name issue I'm worried about.

Make sure your UCC collateral description doesn't go beyond what's in your security agreement though. You want them to match up.

Absolutely. The UCC-1 collateral description should mirror the security agreement, just potentially in more general terms for the filing.

That's exactly the right approach. The UCC filing needs to match the charter, not necessarily the other loan documents.

Thanks, that's reassuring. So as long as I use the exact name from the current charter on the UCC-1, I should be good even if the security agreement has a slight variation?

Right, the security agreement name variation shouldn't matter as long as it's not seriously misleading. The UCC-1 is what matters for perfection and search purposes.

How accurate is it? I'm always worried about relying too much on automated tools for something this important.

It's pretty good for name matching and basic consistency checks. Obviously you still need to review everything yourself, but it's a good safety net for catching obvious errors.

Good question. This one UCC-1 should cover all advances up to the $750K limit over the 18-month period. The security agreement covers it all, so one filing should be sufficient.

That's correct. The future advance clause in the security agreement allows the single UCC-1 to perfect all advances made under the agreement, as long as you stay within the terms.

Just remember to calendar that continuation filing! With future advances, you really can't afford to let the UCC-1 lapse.

That's a good system. I should probably create a similar checklist for our office.

The copy-paste thing is so dangerous. I've seen people accidentally paste the wrong entity name from working on multiple deals.

Exactly! That's why I always type out the debtor name manually now instead of copying from other documents. Takes an extra minute but prevents those kinds of errors.

Great outcome! Always feels good when a filing goes through smoothly.

Perfect. Now just make sure to calendar that continuation filing for 4.5 years from now!

Already on the calendar. With the future advance clause, I definitely don't want to risk letting this lapse.