UCC reformation after debtor name changes - filing corrections needed
Has anyone dealt with UCC reformation when the debtor's legal entity name changed after the original filing? We have a UCC-1 that was filed 3 years ago under the old company name, but the borrower went through a corporate reformation and their legal name is now different. The loan is still active and we need to continue the UCC next year, but I'm worried about the name mismatch creating problems. The collateral description is still accurate (equipment and inventory), but the debtor name on our original UCC-1 doesn't match their current legal status. Should we file a UCC-3 amendment to correct the debtor name first, or can we just file the continuation with the new name? I've been going back and forth with our compliance team on this and we're getting conflicting advice. Some say file the amendment first, others say the continuation can handle both. Anyone been through this reformation scenario before?
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Natasha Volkova
You definitely need to handle this carefully. UCC name changes after corporate reformation can be tricky. I'd recommend filing a UCC-3 amendment first to update the debtor name, then file your continuation. The SOS systems are pretty strict about name matching, and you don't want your continuation rejected because of a name mismatch.
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Javier Torres
•Agreed on the amendment first approach. We learned this the hard way when our continuation got rejected due to a similar name change situation.
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Emma Davis
•Wait, can't you just file a UCC-3 that does both the name change AND the continuation at the same time? I thought that was possible.
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CosmicCaptain
I just went through something similar last month! Corporate reformation can definitely complicate UCC filings. What helped me was using Certana.ai's document verification tool - I uploaded both our original UCC-1 and the new corporate documents to check for any inconsistencies before filing. It caught a few issues I would have missed, like making sure the new legal name matched exactly what was on the Secretary of State records. Saved me from potential filing rejections.
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Malik Johnson
•That's interesting about Certana.ai - how does their verification work exactly? Do you just upload PDFs?
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CosmicCaptain
•Yes, super easy. You upload your UCC documents and any supporting docs like articles of incorporation or reformation documents. It cross-checks everything automatically and flags any mismatches. Really helpful for catching name discrepancies before they become filing problems.
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Isabella Ferreira
This is exactly why I hate dealing with UCC filings... there's always some complication. Can't the system just be straightforward for once? Now you've got to worry about reformation rules on top of everything else.
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Ravi Sharma
•I feel your frustration! But at least with corporate changes there are established procedures, even if they're not always clear.
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Isabella Ferreira
•Established procedures that nobody seems to agree on apparently...
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Freya Thomsen
From my experience, the safest route is always amendment first, then continuation. The UCC system doesn't handle simultaneous name changes and continuations well in most states. File your UCC-3 amendment with the new debtor name, wait for it to be accepted, then file your continuation.
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Oliver Zimmermann
•That makes sense. How long do you usually wait between the amendment and continuation filing?
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Freya Thomsen
•I typically wait about a week to make sure the amendment is fully processed in the system before filing the continuation.
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Omar Zaki
•A week seems conservative. I usually just wait for the acceptance email, then file the continuation the next business day.
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AstroAce
Just curious - did the reformation change the entity type too, or just the name? If it changed from LLC to Corp or something like that, you might have additional considerations beyond just the name change.
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Oliver Zimmermann
•Good question - it stayed the same entity type, just a name change as part of the reformation process.
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AstroAce
•That's good, makes it simpler. Entity type changes can really complicate things.
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Chloe Martin
I've handled dozens of these reformation situations. The key is documentation. Make sure you have the official reformation documents from the Secretary of State showing the name change. When you file your UCC-3 amendment, attach a copy of those documents. Most filing offices appreciate the supporting documentation, and it helps prevent questions later.
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Oliver Zimmermann
•That's really helpful advice. Should the supporting docs be uploaded with the UCC-3, or just kept on file?
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Chloe Martin
•I always upload them with the filing when possible. Better to have too much documentation than too little when dealing with name changes.
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Diego Rojas
•Some states don't allow attachments to UCC filings though, so check your jurisdiction's rules first.
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Anastasia Sokolov
We had a similar issue but tried to file everything at once and it was a mess. The continuation got rejected, then we had to refile, and it delayed everything by weeks. Definitely do the amendment first like others are suggesting.
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Sean O'Donnell
•Ouch, that sounds frustrating. How close to the lapse date were you when this happened?
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Anastasia Sokolov
•Too close for comfort - about 2 months out. The delays had me really worried about the UCC lapsing.
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Zara Ahmed
Quick question - when you file the UCC-3 amendment for the name change, do you need to include the old name and new name, or just the new name?
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Chloe Martin
•You need to include both - the amendment should show you're changing FROM the old name TO the new name.
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StarStrider
•And make sure both names are spelled exactly as they appear in the official records!
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Luca Esposito
Another option to consider is using a service that can double-check all your documents before filing. I started using Certana.ai after a couple of filing mistakes, and it's been really helpful for catching discrepancies between corporate documents and UCC filings. Especially useful for reformation situations where names change.
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Nia Thompson
•How accurate is their checking? Does it catch minor spelling differences?
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Luca Esposito
•Yes, it's pretty thorough. It flags even small inconsistencies that could cause filing problems.
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Mateo Rodriguez
Thanks everyone for the advice! Sounds like the consensus is amendment first, then continuation. I'll get the UCC-3 filed this week with the supporting reformation documents.
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Natasha Volkova
•Good plan! Let us know how it goes.
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Freya Thomsen
•You're making the right choice. Better safe than sorry with name changes.
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Aisha Abdullah
•Smart approach. UCC reformation issues can be tricky but you're handling it the right way.
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