UCC security interest perfection question - equipment financing gone wrong

We filed in Ohio. I've been reading through their debtor name requirements and it's pretty strict about matching the exact legal name. Starting to panic a bit here.

Ohio is definitely on the stricter side. You'll want to check their Secretary of State records to see exactly how the LLC name appears in their system. If there's a mismatch, you might need to file a UCC-3 amendment to correct the debtor name, but that won't relate back to your original filing date.

That's what I'm thinking too. We were trying to keep it simple but maybe too simple. If we need to amend, should we add the specific equipment details?

If you're filing an amendment anyway for the name issue, yes, I'd tighten up the collateral description. List the specific CNC machines by model/serial if you have that info. Better to be overly specific than too vague when there's this much money on the line.

Just make sure you don't accidentally narrow the description too much. If they've added equipment since your original filing, you want to make sure your blanket language still covers future acquisitions if that was your intent.

Never heard of that service but sounds like exactly what I need right now. Is it expensive to use?

It's pretty reasonable for what it does. You just upload PDFs and it does the cross-checking automatically. Much faster than manually comparing documents line by line, and catches stuff you might miss. Definitely worth checking out before you file any amendments.

I've used similar document verification tools and they're definitely helpful. The key is catching these issues before they become problems in a default situation.

Yeah, lesson learned for sure. What's the best way to verify the exact legal name format? Just pull it directly from the SOS database?

Yes, always use the Secretary of State's business entity search as your source of truth. Print it out and keep it with your file. Some states also require you to attach evidence of the debtor name to your UCC filing.

Also worth checking if they've had any name changes since you filed. Companies sometimes do amendments to their articles that could affect the legal name on file.

That's somewhat reassuring. There is other equipment at that location though - some office furniture, computers, etc. Think that creates an issue?

Potentially, yes. If there's other equipment that clearly isn't "manufacturing equipment" then your description is probably fine. But if there's other manufacturing-type equipment that you don't have a security interest in, that could create ambiguity.

Tell me about it. I've seen million-dollar deals fall apart because someone used 'Co.' instead of 'Company' in the debtor name. The rules are so unforgiving.

It's frustrating but the precision is necessary. These filings create public notice of liens, so they have to be searchable and unambiguous. Still doesn't make it any less stressful when you realize you might have messed up.

I get why the rules exist but the consequences are so harsh. One punctuation mark can wipe out your security interest completely.

That's smart. Did you have to worry about losing priority from your original filing date when you amended?

For collateral description changes, you don't lose priority as long as you're not adding completely new types of collateral. You're just clarifying what was already covered. The name correction is trickier though.

This is correct. Amendments that clarify or narrow existing collateral descriptions usually relate back to the original filing date. Adding new collateral types would be prospective only.

Good point. I'm going to pull the SOS records first thing Monday morning and see exactly what the name discrepancy looks like.

Smart move. And document everything you find so you have a clear record of what needs to be corrected and when you discovered it.

That's what I was afraid of. Is there any way to argue that the comma doesn't make it seriously misleading? Both versions would still come up in a reasonable search, right?

You could try that argument but it's risky. Ohio follows the 'exact match' standard pretty strictly. Better to file the amendment and have clean documentation than try to argue the point later if you need to enforce your security interest.

I actually just went through this with Certana.ai's document checker on a similar filing issue. It immediately flagged the name mismatch between our corporate charter and UCC-1, saved us from finding out the hard way during a default. Really wish I'd used it before the original filing.

Yeah, definitely eye-opening. I thought I was being careful but apparently not careful enough.

At least you caught it before a default situation. Could have been much worse timing.

Same here, this discussion is a good reminder to audit our existing filings. UCC mistakes are expensive mistakes.