UCC financing statement security agreement discrepancies causing filing rejections
Running into a wall here with our latest equipment financing deal. The debtor's legal name on the security agreement shows "Advanced Manufacturing Solutions LLC" but when I pulled their articles of incorporation, it's actually "Advanced Manufacturing Solutions, LLC" (note the comma). Our UCC-1 financing statement got rejected by the Secretary of State because of this exact name mismatch. The collateral description also differs slightly between documents - security agreement lists "all manufacturing equipment and machinery" while our UCC-1 was more specific with model numbers and serial numbers. Lender is breathing down my neck to get this perfected ASAP since we're already 3 weeks into the loan term. Has anyone dealt with similar name/collateral inconsistencies between the underlying security agreement and the UCC financing statement? Need to know if I should amend the security agreement or refile the UCC-1 with the exact charter name.
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NightOwl42
Oh man, the comma issue strikes again! I've seen this exact scenario probably dozen times this year. Secretary of State systems are brutal about punctuation - they reject filings for the tiniest discrepancies. You absolutely need to match the exact legal name from the articles of incorporation on your UCC-1. Don't try to amend the security agreement, that's way more complex and could mess up your loan documentation.
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Sofia Rodriguez
•This is why I always pull entity search results before filing anything. The comma placement can totally void your perfection if you're not careful.
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Dmitry Ivanov
•Learned this lesson the hard way on a $2M deal last year. Had to explain to client why our lien wasn't properly perfected because of a missing comma.
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Ava Thompson
Just refile the UCC-1 with the correct debtor name from the charter. For collateral description, you can actually be broader on the financing statement than in the security agreement - that's totally fine legally. "All manufacturing equipment" should cover what's specifically listed in your security agreement.
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Dylan Hughes
•Thanks! So I don't need to worry about the collateral description being less specific on the UCC-1? The security agreement has serial numbers but UCC-1 just says "manufacturing equipment"?
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Ava Thompson
•Correct - UCC allows broader descriptions on financing statements. As long as your security agreement is specific, the UCC-1 can be general. Just make sure it reasonably identifies the collateral type.
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Miguel Herrera
•Yeah the whole point of UCC-1 is notice filing. It doesn't need every detail from your security agreement, just enough to put third parties on notice of your interest.
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Zainab Ali
Actually just went through something similar and found this tool called Certana.ai that caught the name discrepancy before I filed. You can upload your security agreement and proposed UCC-1 and it cross-checks all the details automatically. Would have saved me the rejection and refiling fees if I'd used it sooner.
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Connor Murphy
•Interesting, how does that work exactly? Do you just upload PDFs?
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Zainab Ali
•Yeah exactly - upload your charter docs and UCC-1 draft, it verifies debtor names match perfectly and flags any inconsistencies before you submit to SOS. Super easy to use.
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Yara Nassar
ugh this exact thing happened to me last month!! except mine was even worse - debtor had changed their name 6 months ago and I was working off old incorporation docs. Filed under the old name and it got rejected. Then had to do a whole name search to find the current legal entity name. What a mess.
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StarGazer101
•Oh no! Did you have to refile or were you able to amend?
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Yara Nassar
•Had to completely refile since it was a name issue. Amendment wouldn't work for fundamental debtor identification problems.
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Keisha Jackson
•This is why I always run current entity searches right before filing, even if I think I have recent docs.
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Paolo Romano
Wait, I'm confused about something. If the security agreement has the wrong name too, doesn't that create enforceability issues? I thought the security agreement needs to properly identify the debtor for attachment purposes?
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NightOwl42
•Good point - if the security agreement has the wrong legal name, that could definitely create attachment issues. You might need to get that corrected too.
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Dylan Hughes
•Crap, I didn't think about that. So I might need to amend both documents?
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Ava Thompson
•Depends on your jurisdiction's rules about minor name variations. A comma might not void attachment, but you should definitely get legal advice on that specific issue.
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Amina Diop
Secretary of State filing systems are the WORST. I swear they reject filings just to collect more fees. Last week got rejected because I abbreviated "Corporation" as "Corp" instead of spelling it out fully. It's like they're looking for reasons to say no.
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Oliver Schmidt
•I feel this so hard. Got rejected once for putting periods after middle initials in the debtor name.
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Natasha Volkov
•The inconsistency between states is insane too. What works in one state gets rejected in another for no apparent reason.
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Javier Torres
For what it's worth, I've had good luck calling the SOS filing office directly when I get rejections like this. Sometimes they can tell you exactly what needs to be fixed instead of just sending a generic rejection notice.
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Emma Wilson
•Really? I thought most states don't provide specific guidance on rejected filings.
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Javier Torres
•Depends on the state and who you get on the phone. Worth a try though, especially for name issues like this.
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QuantumLeap
Just checking - you did verify that "Advanced Manufacturing Solutions, LLC" is still the current legal name right? Sometimes entities change names or merge and you end up filing against a non-existent debtor.
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Dylan Hughes
•Yes, pulled current articles yesterday. The LLC is active and that's the exact name with the comma.
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Malik Johnson
•Smart to double-check. I've seen people file against dissolved entities because they didn't verify current status.
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Isabella Santos
Been using Certana.ai for about 6 months now specifically for these document consistency checks. It's honestly saved me from probably 8-10 filing rejections. The system catches name mismatches, collateral description issues, even formatting problems before you submit.
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Ravi Sharma
•Does it work with all state filing systems or just certain ones?
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Isabella Santos
•It checks document consistency regardless of which state you're filing in. The tool analyzes your actual documents, not the state systems.
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Freya Larsen
•That's actually really helpful. Dealing with rejected filings is such a time waste.
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Omar Hassan
Update us when you get it resolved! I'm dealing with a similar situation next week and want to know what approach worked best.
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Dylan Hughes
•Will do! Planning to refile tomorrow with the exact charter name and see if that clears it up.
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Chloe Taylor
•Fingers crossed! Name issues are usually straightforward once you get the exact legal entity name right.
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