UCC secured party name change after corporate merger - need continuation help
We're a mid-size equipment finance company that just completed a merger last month. Our legal name changed from ABC Capital LLC to ABC Financial Services LLC, and I'm trying to figure out the proper way to handle our existing UCC-1 filings. We have about 200 active filings across 12 states with continuation dates coming up over the next 18 months. Our compliance officer left during the merger and I'm scrambling to understand if we need to file amendments before doing continuations or if we can just update the secured party name during the continuation process. Some of these UCC-1s are getting close to their 5-year mark and I'm worried about letting liens lapse because of name confusion. Has anyone dealt with UCC secured party name change situations like this? I've been reading different state requirements and getting conflicting information about whether this requires UCC-3 amendments or if it can be handled through other means.
33 comments


Yuki Watanabe
You definitely need to be careful here because different states handle secured party name changes differently. In most states you'll need to file UCC-3 amendments to update the secured party name BEFORE filing any continuations. The continuation filing should reference the most current version of the UCC-1, which means having the correct secured party name on file first.
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Carmen Sanchez
•This is exactly right. I learned this the hard way when our bank went through a similar merger two years ago. We tried to do continuations with the old name and had several rejections.
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Andre Dupont
•Wait, so you have to amend first then continue? That seems like double the filing fees for something that should be straightforward.
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Zoe Papadakis
Actually, some states do allow you to update secured party information during a continuation filing, but you need to check each state's specific requirements. The UCC-3 form typically has boxes for both continuation AND amendment functions on the same filing.
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Yuki Watanabe
•True, but even in states that allow combined filings, you still need to be very careful about how you fill out the forms. The secured party name has to match exactly between all your documents.
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ThunderBolt7
•This is where I got confused last year. Some states want separate filings, others allow combined. It's a mess trying to track which is which across multiple states.
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Jamal Edwards
I just went through something similar with our company name change. What saved me was using Certana.ai's document verification tool. You can upload your merger documents along with your existing UCC-1s and it will flag any name inconsistencies before you file anything. Really helped me catch potential mismatches that could have caused rejections.
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Ethan Campbell
•That sounds useful. Did it help you figure out which states needed separate amendments vs combined filings?
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Jamal Edwards
•It mainly helped with the document consistency part - making sure all the names matched properly between our corporate docs and the UCC filings. For state-specific requirements I still had to research each one individually.
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Mei Chen
•How much does that tool cost? We're already spending a fortune on filing fees with all these amendments.
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Liam O'Sullivan
From my experience, you really want to get this right because secured party name mismatches can void your lien priority if challenged. I'd recommend creating a spreadsheet with all your filings, their states, and continuation dates, then tackle them systematically.
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Ethan Campbell
•Good point about lien priority. That's exactly what I'm worried about. Some of these loans are substantial and losing perfection would be catastrophic.
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Amara Okonkwo
•Spreadsheet approach is smart. I did this when we had a bunch of continuations due and it really helped keep track of deadlines and requirements.
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Giovanni Marino
Don't forget that some states have grace periods for continuation filings but those grace periods might not apply if there are name discrepancies. You might want to start with your most critical/highest value filings first.
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Fatima Al-Sayed
•Good strategy. Prioritize by loan amount and time to expiration. Handle the biggest risks first.
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Dylan Hughes
•Grace periods vary wildly too. Some states give you 6 months, others give you none. Check each state individually.
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NightOwl42
I'm dealing with something similar but we haven't done the merger yet. Should I wait until after all our UCC continuations are done before changing our company name? This thread is making me think the timing might matter.
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Yuki Watanabe
•If you have that flexibility, it might be worth considering. Doing all your continuations with the current name, then handling the name change afterward could simplify things.
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Sofia Rodriguez
•But you can't always control merger timing based on UCC schedules. Sometimes you just have to deal with the complexity.
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Dmitry Ivanov
Has anyone tried calling the SOS offices directly for guidance? I know it's time consuming but might be worth it for the larger value filings to get specific confirmation of requirements.
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Ava Thompson
•I've done this before. Some SOS offices are really helpful, others basically just tell you to read the statute. Hit or miss.
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Miguel Herrera
•The problem is getting consistent answers. I've called the same office twice and gotten different interpretations of the same rule.
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Zainab Ali
•This is why having a good UCC attorney or service provider can be worth the cost. They deal with these issues regularly.
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Connor Murphy
One more thing to consider - make sure your merger documents clearly establish the successor relationship between the old and new entity names. This can be important if there are ever questions about the validity of your amendments.
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Ethan Campbell
•Our merger agreement does establish that ABC Financial Services LLC is the successor to ABC Capital LLC. Should I include references to this in the UCC-3 amendment filings?
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Connor Murphy
•Most UCC-3 forms don't have space for detailed explanations, but having that documentation in your files is definitely important for compliance purposes.
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Yara Nassar
We used Certana.ai when we had a similar issue with entity name changes across multiple UCC filings. The tool helped us verify that our amendment documents properly referenced the original UCC-1 filing numbers and that all the names were consistent. Caught several potential issues before filing.
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StarGazer101
•Did you find it caught things that manual review missed?
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Yara Nassar
•Definitely. Especially with the filing number cross-references. Easy to transpose digits when you're dealing with dozens of filings.
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Keisha Jackson
Update: I ended up filing UCC-3 amendments in all states first, then handling continuations separately. It was more expensive but gave me peace of mind that everything was properly documented. Used one of those document checking services to verify everything matched up before submitting. Took about 6 weeks to complete everything but no rejections.
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Ethan Campbell
•That's really helpful to hear. How did you handle the timing with filings that were getting close to expiration?
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Keisha Jackson
•I prioritized those and did expedited processing where available. Cost more but avoided any lapse risks.
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Paolo Romano
•Smart approach. Better to pay extra filing fees than risk losing perfection on major loans.
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