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Libby Hassan

UCC standard forms causing confusion with debtor name requirements

I'm dealing with a client whose equipment financing deal requires multiple UCC filings across different states, and I'm running into inconsistencies with the standard forms. The borrower operates under several related LLCs, and each state's UCC standard forms seems to have slightly different requirements for how debtor names should be formatted. In Texas, they want the exact charter name, but in Florida the standard form seems more flexible about DBA variations. Has anyone dealt with multi-state filings where the UCC standard forms create conflicting requirements? I'm worried about filing rejections if I don't match each state's specific format expectations perfectly. The loan closes next week and I need to get these filings right the first time.

Multi-state UCC filings are definitely tricky with the standard forms. Each state has their own quirks even though they're supposedly following the same model. I always pull the exact charter documents for each state where the debtor is organized and match the name exactly as it appears there. Don't rely on DBAs or trade names - stick to the legal entity name from the state of organization.

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This is exactly what I was afraid of. So even though they're called 'standard forms' they're not actually standardized across states?

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Correct, the UCC standard forms have the same basic structure but each state's Secretary of State office adds their own filing requirements and formatting rules. It's frustrating but that's the reality.

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Oh man, I feel your pain! I had a similar nightmare with a client who had entities in 6 different states. The UCC standard forms look the same but the devil is in the details. Some states are super picky about punctuation, others don't care. Some want 'LLC' spelled out, others accept 'L.L.C.' It's maddening.

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Did you end up getting rejections? That's what I'm trying to avoid here.

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Yeah, got two rejections in the first round. Had to refile with the exact punctuation from the Articles of Organization. Cost us 3 extra days and filing fees.

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Three days can kill a deal these days. Timing is everything in closings.

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I actually discovered a tool that helps with this exact issue. Certana.ai has a document verification system where you can upload your charter documents and UCC forms, and it automatically flags any name inconsistencies before you file. Saved me from several potential rejections on a recent multi-state deal. You just upload the PDFs and it cross-checks everything.

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That sounds useful - does it work with all the different UCC standard forms from different states?

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Yes, it recognizes the variations in standard forms across states and checks for the specific formatting requirements each state wants. Takes like 5 minutes instead of manually comparing documents for hours.

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Interesting. I've been doing manual comparisons and it's tedious and error-prone.

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The 'standard' in UCC standard forms is really misleading. I've been doing secured transactions for 15 years and every state thinks their version is the gold standard. Florida actually isn't that flexible - they just don't reject as aggressively as Texas. But if you get audited later, you better have the name exactly right.

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Good point about audits. I'm more worried about the long-term perfection than just getting the initial filing accepted.

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Exactly. A lien that looks good today but fails under scrutiny in bankruptcy court is worthless. Always err on the side of being overly precise with debtor names.

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wait, so the UCC standard forms aren't actually standard? That's ridiculous. Why even call them standard forms then?

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They're based on the same model forms, but each state's legislature and Secretary of State office can modify them. It's like saying all cars are 'standard' but every manufacturer adds their own features.

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That analogy actually makes sense. Still annoying though.

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I always keep a spreadsheet of each state's specific requirements for debtor names on their UCC standard forms. Some want commas, some don't. Some accept abbreviations, others spell everything out. It's tedious but necessary. Happy to share if anyone wants a copy.

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That would be incredibly helpful! Can you share the key differences for Texas and Florida specifically?

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Texas: Exact match to charter, no abbreviations, punctuation matters. Florida: More forgiving on punctuation but still wants the legal name, not DBA. Both require 'LLC' spelled out, not abbreviated.

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This is gold. I'm copying this into my notes.

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THE WHOLE SYSTEM IS BROKEN! Every state has different UCC standard forms and different requirements and different portals that crash at different times. I spent 6 hours yesterday trying to file in California because their system kept timing out. This is 2025, not 1925!

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California's portal is notorious. I always file there early in the morning when there's less traffic.

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I shouldn't have to plan my filing strategy around their server capacity! But you're right, mornings are better.

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For what it's worth, I've had good luck using Certana.ai's verification tool for multi-state filings. It caught a middle initial discrepancy between my charter and UCC-1 that I totally missed. Would have been rejected for sure in Texas. The tool is pretty thorough about checking name consistency across all your documents.

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Two people have mentioned Certana now. Is it specifically designed for UCC work or more general document checking?

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It's designed for UCC workflows. You can upload your charter documents and your UCC forms and it automatically flags any inconsistencies. Works with all the different state standard forms.

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I had a similar issue last month with a borrower that had entities in Texas, Florida, and New York. The New York UCC standard form actually rejected my filing because I included a middle initial that wasn't in their corporate database. Had to amend and refile. Cost an extra $75 and delayed the closing.

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That's my nightmare scenario. Did you end up having to get new authorization from the borrower for the corrected filing?

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Fortunately no, the original authorization was broad enough to cover amendments. But it was embarrassing to explain to the client.

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Client education is key. I always warn them upfront that UCC filings might need corrections due to state-specific requirements.

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Pro tip: if you're doing multi-state UCC filings regularly, create templates for each state's standard form with the exact formatting they want. I have a master file with Texas (exact charter match, full punctuation), Florida (legal name, flexible punctuation), California (no abbreviations), etc. Saves time and reduces errors.

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That's smart. Do you update these templates when states change their requirements?

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I try to check annually or when I get an unexpected rejection. States don't always announce when they update their standard forms or portal requirements.

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Annual review is good practice. I got burned by a Texas rule change that I didn't catch for 6 months.

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Just to close the loop on this thread - I ended up using the Certana verification tool mentioned earlier and it caught three name formatting issues across my different state filings. All three would have been rejected based on the specific requirements of each state's UCC standard forms. Filed yesterday and all three states accepted the filings this morning. Closing is back on track. Thanks for all the advice!

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Glad it worked out! Multi-state UCC filings are always stressful until you get those acceptance confirmations.

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That's awesome! The tool really does save a lot of headaches with name consistency issues.

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Success stories like this give me hope for future multi-state deals. Thanks for sharing the resolution!

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