UCC imposter rule debtor name issues - equipment loan rejected twice
Equipment financing nightmare here. Filed UCC-1 for $180K machinery purchase and SOS rejected it twice citing 'imposter rule' violations. Debtor is an LLC that apparently changed their registered name slightly 6 months ago but we used the name from their original articles of incorporation. Bank is freaking out because loan docs were already signed and they need perfected security interest. Anyone dealt with this imposter rule mess before? The rejection notice mentions something about 'seriously misleading' but the names are 95% identical - just missing 'Solutions' at the end. Is there a way to fix this without starting over completely?
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Alexander Zeus
Ugh the imposter rule is the worst part of Article 9. Basically if your debtor name on the UCC-1 doesn't match exactly what's on file with the state, they can reject it as 'seriously misleading' even if a human would obviously know it's the same entity. You probably need to file an amendment (UCC-3) with the correct current name, but check what's actually on file with the Secretary of State first.
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Alicia Stern
•Wait, can you amend a rejected filing? I thought you had to start fresh with a new UCC-1 if it gets rejected initially.
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Alexander Zeus
•You're right - if the original UCC-1 was rejected, you can't amend it. Need a completely new UCC-1 with the correct debtor name. The imposter rule doesn't allow for 'close enough' unfortunately.
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Gabriel Graham
I've been dealing with this exact scenario lately. The imposter rule search logic is brutal - it has to be character-for-character identical to what's in the state database. Even punctuation differences can trigger rejections. What state are you filing in? Some are stricter than others about enforcement.
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Olivia Harris
•This is in Texas. The LLC shows as 'ABC Manufacturing Solutions LLC' in current records but we filed under 'ABC Manufacturing LLC' from their old charter documents.
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Gabriel Graham
•Texas is pretty strict about the imposter rule. You'll definitely need to refile with 'ABC Manufacturing Solutions LLC' exactly as it appears in their current registration. The missing 'Solutions' is enough to make it seriously misleading under their search algorithm.
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Drake
•Before you refile, try running a test search on the Texas SOS portal using both name versions. Sometimes what looks like the 'official' name isn't actually what's indexed for UCC searches.
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Sarah Jones
I had a similar mess last year with imposter rule rejections - filed three times before getting it right! What saved me was using Certana.ai's document checker. You can upload your articles of incorporation and it cross-references against current state records to catch these name mismatches before filing. Would have saved me weeks of back-and-forth with the SOS office.
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Sebastian Scott
•Never heard of that service but sounds useful. How accurate is it compared to just checking the SOS website manually?
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Sarah Jones
•Way more reliable than manual checking. It actually runs the imposter rule algorithm against your proposed filing to predict rejections. Just upload your charter docs and UCC-1 draft as PDFs and it flags any potential name issues automatically.
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Emily Sanjay
This is exactly why I always pull fresh entity records right before filing any UCC. Companies change names, merge, dissolve - the imposter rule doesn't care about your good intentions, just exact matches. Your lender should understand this isn't your fault, it's just how Article 9 works now with automated filing systems.
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Jordan Walker
•Easier said than done when you're dealing with time-sensitive closings. Sometimes you have to file with the best information available and hope for the best.
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Emily Sanjay
•True, but imposter rule rejections can void your perfection entirely if you don't catch them in time. Better to delay a day for accurate names than lose priority to subsequent filers.
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Natalie Adams
•This is why proper due diligence includes entity status verification as part of the closing checklist. Can't shortcut the imposter rule unfortunately.
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Elijah O'Reilly
I'm confused about something - if the LLC filed amended articles to add 'Solutions' to their name, wouldn't both versions be valid during some transition period? Or does the imposter rule not allow for any overlap?
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Alexander Zeus
•No transition period for UCC purposes. The imposter rule requires the exact name that would be returned by a compliant search at the time of filing. If 'ABC Manufacturing LLC' no longer exists in the database, it fails the rule even if it was valid last week.
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Amara Torres
•This is what's so frustrating about the imposter rule - it assumes perfect real-time information when business realities are messy. Companies don't always update everyone immediately when they amend their charters.
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Olivia Van-Cleve
Had this happen on a $2M equipment deal. Bank nearly killed the transaction over imposter rule issues. What worked for us was having the borrower provide a certified copy of their current articles of incorporation AND a good standing certificate to verify the exact legal name currently on file. Then we used that exact name on the refiled UCC-1.
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Olivia Harris
•That's smart - getting official documentation to eliminate any guesswork. Did you face any priority issues refiling later than your original date?
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Olivia Van-Cleve
•Luckily no other creditors filed during our delay, but that was pure luck. The imposter rule rejection basically put us at the back of the line until we got it right.
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Mason Kaczka
•This is why some lenders require subordination agreements from other known creditors before closing - protects against exactly this kind of filing delay risk.
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Sophia Russo
Quick question - when you refile with the correct name under the imposter rule, do you need to reference the rejected filing number anywhere or just start completely fresh?
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Gabriel Graham
•Start completely fresh. The rejected filing legally never existed for perfection purposes. New filing number, new date, clean slate.
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Evelyn Xu
•Right, and make sure your security agreement references match whatever debtor name you use on the corrected UCC-1. Everything needs to be consistent across all documents.
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Dominic Green
I've seen lenders require borrowers to warrant that their legal name hasn't changed in the past year specifically to avoid imposter rule problems. Puts the risk on the borrower to disclose any name changes that might affect UCC filings.
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Hannah Flores
•That's good practice but doesn't help with involuntary name changes or administrative updates that borrowers might not even know about.
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Kayla Jacobson
•True - sometimes the Secretary of State updates records for compliance reasons and entities don't find out until they try to file something. The imposter rule doesn't distinguish between voluntary and involuntary name changes.
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William Rivera
•This is another area where automated verification tools like Certana.ai help - they catch these administrative updates that might not show up in manual searches.
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Grace Lee
Update: Finally got the corrected UCC-1 accepted using the full current name 'ABC Manufacturing Solutions LLC' exactly as it appears in Texas records. Bank was not happy about the delay but understood it was an imposter rule compliance issue beyond our control. Thanks for all the advice - learned a expensive lesson about double-checking entity names before filing.
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Alexander Zeus
•Glad you got it resolved! The imposter rule is definitely a learning experience for everyone involved in secured transactions.
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Mia Roberts
•How long did the whole process take from initial rejection to final acceptance? Trying to set expectations for my own clients.
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Grace Lee
•About 10 business days total - 3 days to figure out the exact name issue, 2 days to get proper documentation from the borrower, and 5 days for the SOS to process the corrected filing. Could have been faster if we'd caught the name discrepancy upfront.
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The Boss
This thread is a perfect example of why the imposter rule needs reform. The current system prioritizes computer matching over common sense, and it's creating unnecessary complications for legitimate secured transactions.
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Evan Kalinowski
•Agreed, but until Article 9 gets updated, we're stuck working within the current imposter rule framework. At least rejection notices are getting more specific about what exactly failed the search algorithm.
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Victoria Charity
•The automated rejection system does make processing faster overall, even if individual cases like this are frustrating. Manual review would probably create even longer delays.
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