UCC search inc entity name causing filing rejections - need help
Been dealing with a nightmare situation for the past month. We've got a borrower whose legal name shows up in state records as 'ABC Holdings, Inc.' but their charter documents actually say 'ABC Holdings Inc' (no comma). Filed our UCC-1 using the exact charter name without the comma and it got rejected by the SOS office. They're saying the name doesn't match their corporate database. Tried refiling with the comma version and now our loan committee is freaking out because the UCC doesn't match the borrower's actual charter. This is a $2.8M equipment loan and we're already past our internal deadline. Has anyone run into this comma vs no comma issue with inc entity names? The collateral is heavy machinery so we absolutely need this perfected correctly. Starting to wonder if there's some specific rule about how 'Inc' should be handled in UCC filings that I'm missing.
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Paloma Clark
Oh man, the comma thing is such a pain! I've seen this exact scenario probably 15 times in the last year. The SOS databases are notoriously inconsistent about punctuation. What state are you filing in? Some states have specific guidance about entity suffixes like Inc, LLC, Corp etc. You might need to check both the exact charter spelling AND what's in their corporate filing system.
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Evelyn Kelly
•We're in Ohio. The borrower incorporated there about 8 years ago. I pulled their articles of incorporation and it clearly shows 'ABC Holdings Inc' with no comma, but when I search the SOS business database it shows 'ABC Holdings, Inc.' with the comma. It's like they entered it wrong in their system or updated it at some point.
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Heather Tyson
•Ohio can be tricky with entity names. I'd recommend calling their UCC division directly - sometimes they can tell you which version they want to see on the filing. Don't just rely on the online search results.
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Raul Neal
This is exactly why I started using Certana.ai for document verification before filing anything. You can upload your charter documents and UCC forms and it'll flag any name inconsistencies before you submit. Would have caught this comma issue immediately and saved you the rejection headache. Just upload the charter PDF and your draft UCC-1 and it cross-checks everything automatically.
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Evelyn Kelly
•Never heard of that service but honestly at this point I'm willing to try anything. How accurate is it with entity name variations?
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Raul Neal
•Pretty solid. It caught a similar issue for me last month where the debtor's LLC had 'Limited Liability Company' in the charter but 'LLC' in the state database. The tool flagged it and I was able to get clarification before filing.
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Jenna Sloan
•Been using Certana for about 6 months. The name checking feature is really helpful for catching these little punctuation differences that can kill a filing.
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Christian Burns
You need to go with the EXACT name from the charter documents, period. The UCC exists to perfect your security interest against that specific legal entity. If the SOS database has it wrong, that's their problem, but your UCC has to match the actual debtor's legal name. I'd file with the charter version and if it gets rejected, appeal it with copies of the articles of incorporation.
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Sasha Reese
•But what if the rejection delays the perfection? On a $2.8M loan that's a huge risk if something happens to the collateral before they sort this out.
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Christian Burns
•That's why you file immediately and deal with rejections through the appeal process. The filing date protects you as long as you can prove the name was correct.
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Muhammad Hobbs
ugh this is so frustrating!!! Had the same thing happen with a Corp vs Corporation issue. Spent 3 weeks going back and forth with SOS. Why can't they just standardize this stuff?? Makes no sense that charter says one thing and their database says another.
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Noland Curtis
•I feel you on this. The whole system is a mess. Each state does it differently and even within the same state office they're inconsistent.
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Diez Ellis
•What did you end up doing with the Corp vs Corporation thing? Did you have to refile?
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Muhammad Hobbs
•Yeah had to file it three different ways before one stuck. Total nightmare.
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Vanessa Figueroa
Check if Ohio has any specific rules about entity suffixes in their UCC guide. Some states will accept variations of Inc/Inc./Incorporated as equivalent but others are really strict about exact matches. The filing office should have guidance documents that spell this out.
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Evelyn Kelly
•Good point. I'll dig into their filing guide. Haven't looked at the detailed rules, just been following the standard forms.
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Abby Marshall
•Ohio UCC Guide Section 4.2 covers entity name variations. They do have some flexibility with common abbreviations but punctuation can be tricky.
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Sadie Benitez
This happened to my firm last year with a different client. We ended up having to get an official letter from the SOS corporate division confirming that both versions refer to the same entity. Then we attached that to our UCC filing and it went through. Took an extra week but it worked.
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Evelyn Kelly
•That's actually a brilliant solution. How did you request that letter? Just called and explained the situation?
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Sadie Benitez
•We submitted a written request with copies of both the charter and the database search results showing the discrepancy. They issued a clarification letter within 5 business days.
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Drew Hathaway
•Smart approach. Having official documentation that both names are the same entity protects you if anyone questions the filing later.
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Laila Prince
File both versions. Seriously. File one UCC with the charter name and another with the database name. Yes it costs more in filing fees but $2.8M loan is worth the redundancy. Terminate whichever one doesn't matter later when you figure out which is 'correct'.
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Heather Tyson
•That seems like overkill but I get the logic. Better safe than sorry on a loan that size.
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Laila Prince
•Exactly. Filing fees are nothing compared to an unperfected security interest on heavy equipment.
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Evelyn Kelly
•Actually considering this. The filing fees are under $100 total so it's cheap insurance.
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Isabel Vega
Had similar punctuation drama with a client's UCC continuation last year. Used one of those document checking services (I think it was Certana) and it flagged that our continuation didn't exactly match the original filing's debtor name. Saved us from a lapsed continuation on a major loan. Really wish I'd found that tool earlier - would've prevented so many rejected filings.
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Evelyn Kelly
•Yeah a couple people mentioned Certana already. Starting to think it might be worth checking out for this situation.
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Paloma Clark
•The continuation name matching is huge. Easy to mess up when you're dealing with slight variations in the original filing.
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Dominique Adams
Why not just amend the borrower's charter to match what the state database shows? Might be simpler than fighting the UCC system. Most states allow minor corrections to articles of incorporation for things like punctuation.
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Evelyn Kelly
•Interesting idea but that would probably take weeks and we need this loan closed next week. Also not sure the borrower would want to amend their charter just for our UCC filing.
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Christian Burns
•Bad advice. You never want to change the actual legal entity name just to accommodate a filing system error. That could create other legal complications.
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Dominique Adams
•Fair point about the complications. Was just thinking of quick fixes but you're right that changing the actual entity is probably not smart.
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Marilyn Dixon
Update us on what works! Dealing with entity name variations is such a common problem and would love to know which approach actually gets this resolved.
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Evelyn Kelly
•Will do! Probably going to try the official letter approach first, then maybe file both versions if that doesn't work quickly enough.
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Louisa Ramirez
•Yes please update! I bookmark these threads for future reference when similar issues come up.
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Ashley Adams
This is such a frustrating but common issue! I've dealt with similar entity name discrepancies multiple times. Given your tight timeline and the loan size, I'd recommend a two-pronged approach: 1) Immediately request that official clarification letter from Ohio SOS corporate division that Sadie mentioned - submit it in writing with copies of both the charter and database search results, and 2) While waiting for that letter, go ahead and file both versions of the UCC as Laila suggested. The dual filing approach gives you immediate protection while you sort out the "correct" version. For a $2.8M equipment loan, the extra filing fee is definitely worth the peace of mind. Also might be worth checking out that Certana tool others mentioned for future filings to catch these issues upfront. Keep us posted on what works!
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