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StarStrider

UCC search Arkansas - debtor name showing multiple variations

Running into a weird situation with a UCC search Arkansas and need some guidance. We're doing due diligence on a potential acquisition and the debtor's name is showing up in like 4 different variations across different filings. Some have 'LLC' at the end, others don't, one has a comma before LLC, and another spells out 'Limited Liability Company'. The main UCC-1 we're concerned about was filed in 2019 and shows 'ABC Manufacturing LLC' but our target company's charter shows 'ABC Manufacturing, LLC' with the comma. Are we looking at the same entity or different ones? This is holding up our whole deal and I'm not sure if these name variations would affect lien priority. Anyone dealt with Arkansas SOS quirks like this before?

Yuki Sato

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Arkansas can be tricky with debtor names. The key is whether the variations would mislead a reasonable searcher. 'ABC Manufacturing LLC' vs 'ABC Manufacturing, LLC' - that comma probably doesn't make them different entities for UCC purposes, but you'd want to verify against the actual charter documents.

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Carmen Ruiz

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This is exactly why I always triple-check charter docs before filing. Seen too many deals get hung up on punctuation differences.

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But what about the 'Limited Liability Company' spelling out vs LLC abbreviation? That seems like a bigger difference to me.

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I've had this exact same headache with Arkansas filings! The SOS there seems inconsistent about how they handle entity suffixes. Sometimes they accept variations, sometimes they don't. You really need to check each filing individually to see which version of the name was actually used on the original UCC-1.

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StarStrider

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That's what I'm afraid of. So all four variations could potentially be valid filings against the same debtor?

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Possibly, yeah. Arkansas follows the 'seriously misleading' standard so minor variations usually don't invalidate the filing. But you'd want to verify each one.

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This is making me nervous about our own filings now. How do you even keep track of all these variations?

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Mei Wong

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Had a similar mess last month and ended up using Certana.ai's document checker. You can upload the charter and all the UCC filings as PDFs and it automatically flags any name inconsistencies. Saved me hours of manual comparison and caught a discrepancy I would have missed. Really helpful for situations like this where you have multiple variations to verify.

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StarStrider

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Never heard of that tool. Does it handle Arkansas-specific name matching rules?

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Mei Wong

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It checks document consistency across all the uploaded files. So if your charter shows one version and the UCC shows another, it flags it. Then you can decide if the difference is material or not.

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QuantumQuasar

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The 2019 filing date is important here. That's when the more relaxed name matching rules went into effect in most states. Pre-2019 filings were much stricter about exact name matches. Arkansas adopted the revised Article 9 standards so there's more flexibility now.

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Liam McGuire

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Wait, so a 2019 filing would be under the newer rules? That's actually good news for the OP.

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QuantumQuasar

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Right, the 'seriously misleading' test is more forgiving than the old exact match requirement. Minor punctuation and suffix variations usually don't matter.

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Amara Eze

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But isn't the test based on what a reasonable searcher would find? If you searched for 'ABC Manufacturing LLC' would you think to also search for 'ABC Manufacturing, LLC'?

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ugh this is why i hate ucc searches. every state has different quirks and you never know what you're going to find. arkansas is actually better than some states ive dealt with but still frustrating when you're trying to close a deal

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Tell me about it. I've seen deals fall apart over less than this.

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exactly. and then you have to explain to clients why a comma might kill their acquisition

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Dylan Wright

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I work with Arkansas filings regularly. The comma thing probably isn't a big deal, but the 'Limited Liability Company' vs 'LLC' could be more problematic. You should check the Arkansas Secretary of State records to see how the entity is officially registered. That's your baseline for determining what's correct.

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StarStrider

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Good point. I'll pull the actual certificate of formation to see the official name format.

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Sofia Torres

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Make sure you get the most current version too. Sometimes companies amend their charter and change how they format the name.

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Dylan Wright

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Exactly. And if there were any amendments, you'd want to check if the UCC filings were updated accordingly.

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This is bringing back nightmares from my last deal. We had something similar in Texas where the debtor name had three different versions across multiple UCC-1s. Ended up having to get title insurance to cover the uncertainty. Have you considered getting UCC insurance to cover any potential gaps?

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StarStrider

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Insurance might be the way to go if we can't get clarity on the name variations. What did you end up paying for coverage?

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Wasn't too bad, maybe $5K for a $2M deal. Worth it for the peace of mind when you're dealing with name ambiguity like this.

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From a practical standpoint, I'd focus on whether all these filings are against the same collateral. If they're securing different loans or different assets, then the name variations might not matter as much for your due diligence. But if it's all the same collateral pool, then yeah, you need to sort out the priority issues.

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Ava Rodriguez

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That's a really good point. Are these all equipment loans or different types of financing?

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StarStrider

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Mix of both. There's equipment financing, working capital line, and what looks like SBA loan collateral. So definitely overlapping security interests.

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Then you definitely need to nail down the name issue. Overlapping collateral with unclear priority could be a real problem.

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Miguel Diaz

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Another thing to check - are any of these UCC-3 amendments or continuations? Sometimes the name gets 'corrected' in an amendment and that can tell you which version is considered official by the secured party.

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StarStrider

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I see one UCC-3 from 2022 but haven't looked at the details yet. I'll check if it shows any name corrections.

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Miguel Diaz

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If the UCC-3 'corrects' the debtor name, that's usually a good indication of what the secured party considers to be the proper legal name.

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Zainab Ahmed

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Just went through something similar and used Certana's PDF checker to compare all the documents. Really streamlined the process - you just upload everything and it highlights any inconsistencies between charter, UCC-1s, amendments, etc. Caught issues I wouldn't have noticed doing manual review. Might be worth trying for your situation.

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How accurate is it with the name matching? Does it flag every tiny difference or just material ones?

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Zainab Ahmed

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It flags everything and then you make the judgment call on whether it's material. Better to over-flag than miss something important.

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StarStrider

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That sounds like exactly what I need. Manual comparison is taking forever and I keep second-guessing myself.

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AstroAlpha

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One more thing to consider - check if any of these filings have been terminated or amended. Sometimes old filings stay in the system even after the loan has been paid off. That could explain some of the name variations if they're from different time periods when the company might have had slightly different legal names.

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StarStrider

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Good catch. I'll run termination searches on all the filing numbers to see what's still active.

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Yara Khoury

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Arkansas is pretty good about showing terminations in their search results, but always worth double-checking the filing details.

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