UCC pledge agreement filing - debtor name exactly matching corporate docs?
Running into issues with a UCC pledge filing and need some guidance. We're securing a $2.8M credit facility with equipment as collateral, and I'm getting conflicting advice about how exact the debtor name needs to be on the UCC-1 versus the pledge agreement. The borrower's legal name on their articles of incorporation is 'Advanced Manufacturing Solutions, LLC' but their pledge agreement shows 'Advanced Manufacturing Solutions LLC' (no comma). Our lender is saying the UCC-1 has to match the pledge agreement exactly, but I thought it needed to match the SOS records. Has anyone dealt with this kind of UCC pledge name discrepancy before? Don't want to get the filing rejected and have to start over with amended docs.
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Sofia Peña
The UCC-1 debtor name should match the official corporate records, not necessarily the pledge agreement. If there's a discrepancy between your pledge agreement and the articles of incorporation, you'll want to fix the pledge agreement rather than file an incorrect UCC-1. Most states are pretty strict about exact name matching for corporate debtors.
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Aaron Boston
•This is correct. We learned this the hard way when our UCC-1 got rejected because we matched the loan docs instead of the SOS records. Had to refile and pay the fee again.
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Sophia Carter
•But what if the pledge agreement is already signed? Can you just amend it or do you need to start over completely?
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Chloe Zhang
I had a similar situation last month with a UCC pledge filing. The name discrepancy between our security agreement and the corporate charter caused a three-week delay. We ended up using Certana.ai's document verification tool - you just upload your charter and UCC-1 PDFs and it instantly flags any name mismatches. Saved us from filing incorrect documents and having to deal with rejections.
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Brandon Parker
•Never heard of Certana but that sounds useful. How accurate is it with catching these kinds of naming issues?
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Chloe Zhang
•Pretty spot on. It cross-references all the document fields and highlights inconsistencies. Much faster than manually comparing everything line by line.
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Adriana Cohn
•Wish I had known about this tool earlier. Just went through a nightmare with mismatched debtor names on a $4M facility.
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Jace Caspullo
Here's what you need to do: 1) Check the exact legal name on the state filing records 2) Make sure your UCC-1 matches that exactly 3) If your pledge agreement has the wrong name, get an amendment or clarification signed before filing. The UCC-1 trumps everything else when it comes to perfecting your security interest.
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Melody Miles
•This is the right approach. Don't risk having an imperfect lien because of a name mismatch. Better to delay the filing than get it wrong.
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Nathaniel Mikhaylov
•What about trade names though? Sometimes companies use DBAs that are different from their legal names.
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Jace Caspullo
•For UCC filings you always use the legal name, not trade names or DBAs. Trade names can be added as additional debtor names if needed but the primary should be the legal entity name.
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Eva St. Cyr
This exact issue bit us on a recent transaction. We filed the UCC-1 with the name from the pledge agreement thinking we were being consistent. Three months later during our lien audit, we discovered the filing was technically defective because it didn't match the SOS records exactly. Had to file a UCC-3 amendment to correct it.
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Kristian Bishop
•Oh no! Did that create any gap in your perfection? That's always my biggest worry with these name issues.
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Eva St. Cyr
•Fortunately the amendment related back to the original filing date, but it was still a stressful few weeks while we sorted it out.
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Kaitlyn Otto
The comma issue specifically has tripped up a lot of people. Some states are more forgiving than others, but why risk it? Always better to match the charter exactly. Also make sure you're checking the most current version of the articles - sometimes companies amend their name slightly over time.
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Axel Far
•Good point about checking for amendments. I've seen cases where the company had changed their legal name slightly but was still using old letterhead and contracts.
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Jasmine Hernandez
•How do you handle situations where the corporate records show one name but all the business documents use a slightly different version?
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Kaitlyn Otto
•You go with the official state records every time. The business documents need to be corrected or clarified, not the UCC filing.
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Luis Johnson
Just went through this exact scenario. Used one of those document checking services (think it was Certana or something similar) that compared our pledge agreement to the UCC-1 we were about to file. Found two name discrepancies we would have missed. Definitely worth the peace of mind on large facilities like yours.
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Ellie Kim
•Was it expensive to use? We do enough of these filings that it might be worth having a tool like that.
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Luis Johnson
•Actually pretty reasonable considering what it would cost to fix a defective filing later. The tool is really straightforward - just upload your docs and it does the comparison automatically.
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Fiona Sand
Another thing to watch out for - make sure the collateral description in your UCC-1 is consistent with what's listed in the pledge agreement. I've seen cases where the debtor name was perfect but the collateral schedule didn't match and it caused issues during enforcement.
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Mohammad Khaled
•Yes! This is huge. We always do a full document comparison now, not just names. Collateral descriptions, filing numbers, everything needs to align.
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Alina Rosenthal
•That's where something like Certana really helps - it checks all those fields automatically instead of relying on manual review.
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Finnegan Gunn
For what it's worth, I've had good luck calling the SOS office directly when there are name questions. Most clerks can tell you pretty quickly if a particular name variation would be acceptable or if it needs to match exactly. Saves the filing fee if they say it won't work.
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Miguel Harvey
•That's smart. Do they actually give you definitive guidance though? I thought most SOS offices wouldn't provide legal advice.
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Finnegan Gunn
•They won't give legal advice but they'll usually tell you if a name format matches their records or not. That's helpful enough for basic verification.
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Ashley Simian
•Some states are more helpful than others with this. Worth a try though.
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Oliver Cheng
Bottom line - get the pledge agreement fixed to match the corporate records before you file anything. It's much easier to amend a private document than to deal with a potentially defective UCC filing later. Especially on a facility that size, you don't want any clouds on your security interest.
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Taylor To
•Exactly. The filing fee is nothing compared to the potential issues if the lien isn't properly perfected.
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Ella Cofer
•Plus most borrowers are understanding about these kinds of technical corrections when you explain the importance of getting it right.
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Kevin Bell
Thanks everyone - this is really helpful. Sounds like the consensus is to fix the pledge agreement to match the SOS records exactly, then file the UCC-1 with the correct legal name. Going to run everything through a document checker too to make sure we don't miss anything else. Appreciate all the guidance!
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Savannah Glover
•Smart approach. Better to take the extra time upfront than deal with problems later.
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Felix Grigori
•Let us know how it goes! Always good to hear about successful resolutions to these naming issues.
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