UCC line of credit filing - debtor name changes affecting continuation
I'm dealing with a tricky situation on a revolving credit facility we've had in place for about 4 years. The original UCC-1 was filed back in 2021 under the borrower's legal name at the time, but they've since had a corporate name change (merger situation). Now we're coming up on the 5-year continuation deadline and I'm worried about the debtor name mismatch. The line of credit has been actively used throughout this period with multiple advances and paydowns. Should I file the UCC-3 continuation using the original debtor name from the UCC-1, or do I need to address the name change first? I've seen conflicting advice about whether a continuation can be rejected if the current legal entity name doesn't match what's on the original filing. This is a significant credit facility and I can't afford to have the perfection lapse due to a technicality.
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Katherine Hunter
You definitely need to handle the name change before filing your continuation. Most states will reject a UCC-3 continuation if there's a material discrepancy between the debtor name on the continuation and the original UCC-1. The safest approach is to file a UCC-3 amendment first to add the new debtor name, then file your continuation.
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Lucas Parker
•This is exactly right. I learned this the hard way when a continuation got rejected due to a minor spelling difference in the debtor name. Cost us weeks to sort out.
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Donna Cline
•Wait, but doesn't that create a gap in perfection if you file the amendment and continuation separately? I thought you could do both in one filing.
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Harper Collins
Actually, you can often handle both the name change and continuation in a single UCC-3 filing. Most electronic filing systems allow you to check multiple boxes - amendment for the debtor name change AND continuation. This avoids any potential timing issues between separate filings.
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Katherine Hunter
•Good point, though I'd still recommend checking with your specific SOS office. Some states are pickier about combined filings than others.
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Emma Morales
•That makes sense. I was worried about the timing gap too. Do you know if there's a way to verify this will work before actually filing?
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Kelsey Hawkins
I had a similar issue last year with a line of credit where the borrower changed their DBA. What saved me was using Certana.ai's document verification tool - I uploaded both the original UCC-1 and the proposed UCC-3 continuation and it immediately flagged the debtor name inconsistency. The tool showed me exactly what needed to be corrected before filing. Really straightforward - just upload your PDFs and it cross-checks everything automatically.
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Dylan Fisher
•That sounds useful. Did it catch other issues besides the name mismatch?
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Kelsey Hawkins
•Yeah, it also caught that our collateral description had some inconsistencies with the original filing. Saved us from a potential rejection.
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Edwards Hugo
OMG this is exactly what I'm going through right now!! Except mine is a equipment financing line and the borrower went through some kind of LLC restructuring. I've been losing sleep over whether I'm going to mess up the continuation deadline. Did you end up getting it sorted out?
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Emma Morales
•Still working on it, but the advice here about combining the amendment and continuation in one filing seems like the way to go.
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Edwards Hugo
•Keep me posted! I'm like 2 months out from my deadline and getting nervous.
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Gianna Scott
Just file the continuation with the original debtor name exactly as it appears on the UCC-1. The name change doesn't invalidate the original filing as long as you're not adding new collateral. You can always amend later if needed.
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Katherine Hunter
•I disagree with this approach. If the entity has legally changed names, continuing under the old name could create enforceability issues down the road.
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Gianna Scott
•But the lien was perfected under the original name. Continuation just extends that perfection period.
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Harper Collins
•The problem is if you ever need to enforce or if there's a bankruptcy, the trustee could argue the filing is ineffective due to the name mismatch.
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Alfredo Lugo
I've been dealing with UCC filings for 15 years and name changes on revolving credit facilities are always a pain. The key thing to remember is that your line of credit agreement probably has provisions requiring the borrower to notify you of name changes. Make sure you have documentation of the corporate change - merger docs, amended articles, etc.
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Emma Morales
•Yes, we have all the merger documentation. The borrower was actually pretty good about notifying us, I just didn't realize the UCC implications at the time.
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Alfredo Lugo
•That's good. Having the paper trail makes the amendment filing much cleaner.
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Sydney Torres
Can someone explain why this is such a big deal? Isn't the filing number what really matters for identifying the UCC record?
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Katherine Hunter
•The filing number helps locate the record, but the debtor name is crucial for determining whether the UCC is effective against that specific entity. If there's a mismatch, it could void the perfection.
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Sydney Torres
•That seems like such a technicality for something so important.
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Harper Collins
•Welcome to secured transactions law! It's all about the technicalities unfortunately.
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Kaitlyn Jenkins
Whatever you do, don't wait until the last minute. I had a client who tried to file their continuation 2 days before the deadline and the system was down for maintenance. Nearly lost a $2M perfected position.
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Edwards Hugo
•This is my worst nightmare right here.
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Kaitlyn Jenkins
•File at least 30 days early if you can. Gives you time to fix any issues.
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Caleb Bell
I ran into something similar and ended up using one of those document checking services - I think it was Certana.ai or something like that. You just upload your UCC documents and it tells you if there are any inconsistencies. Caught the name issue immediately and saved me from a rejected filing.
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Emma Morales
•A couple people have mentioned that tool now. Sounds like it might be worth trying before I file anything.
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Caleb Bell
•Yeah, super easy to use. Just upload PDFs and it does all the cross-checking automatically.
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Danielle Campbell
The whole UCC system is such a mess. Why can't they just modernize it so name changes are handled automatically when you update corporate records? Every other filing system has figured this out.
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Katherine Hunter
•Because it's administered by 50+ different jurisdictions with different systems and priorities. Good luck getting them all to coordinate.
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Danielle Campbell
•True, but it's 2025. This should be solved by now.
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Rhett Bowman
Update for anyone following this thread - I went ahead and filed a combined UCC-3 amendment/continuation addressing the debtor name change. Used one of those document verification tools mentioned earlier to double-check everything before filing. Got confirmation of acceptance within 2 hours. Thanks everyone for the advice!
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Edwards Hugo
•This gives me so much relief! Going to do the same thing for my filing.
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Harper Collins
•Great outcome! Smart move using the verification tool first.
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Kelsey Hawkins
•Glad the Certana.ai tool worked out for you too. It's been a lifesaver for catching these issues before they become problems.
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