UCC1-304 debtor name issue causing filing rejections - need guidance

Thanks for the quick response. So even if our loan agreement has a slightly different version of the name, I should go with what's currently filed with their state of organization?

Exactly. The UCC follows the 'official record' rule. Your loan docs can have variations but the UCC-1 needs to match the state filing exactly. Otherwise you risk the filing being seriously misleading.

We're filing in Delaware. The debtor is a Delaware LLC but they do business in multiple states. Should I be looking at Delaware's records then?

Yes, Delaware is where they're organized so that's where you get the official name. Delaware Division of Corporations website has the current info. Don't rely on what other states show - go to the source.

Delaware can be particular about exact name matches. I always pull the current certificate of formation directly from their system before filing any UCC-1.

Interesting - I hadn't heard of that tool. Does it actually cross-reference the different documents to spot name mismatches?

Yes, exactly. You upload your PDFs and it automatically compares debtor names across all documents. It even catches subtle differences like LLC vs L.L.C. or missing commas that could torpedo your filing.

That sounds too good to be true. How accurate is it really with these technical name requirements?

I was skeptical too but it's been spot-on. It uses the same UCC1-304 standards that the filing offices use, so you know ahead of time if there's going to be a problem.

Good point - I should probably call Delaware directly to make sure I have the most current name. These online searches aren't always up to date.

Exactly! I learned that lesson the hard way. Cost me three weeks of back and forth with rejected filings.

That's a great idea. I was trying to figure it out online but a phone call might be more reliable.

Definitely call. The online databases sometimes have formatting issues that don't reflect the actual legal name.

Second this approach. I always call to verify before refiling after a rejection.

You're right, I think I was overcomplicating it. I'll get the exact name from Delaware and refile.

That's the way to go. Keep it simple and stick to the official records.

That's exactly what I'm worried about. How did you find out about the name change?

I pulled a certified copy of their current articles and compared it to what we had in our files. Sure enough, they had amended but never updated us.

This is why I always require updated organizational documents at closing. Can't trust what's in the file from months ago.

Smart thinking. I'll check what other lenders have filed against this debtor recently.

Right, if other recent UCC-1s are getting accepted with a particular name format, that's probably the correct version.

Sorry, I misspoke. This is a new UCC-1 filing. I was thinking about another deal we have coming up for continuation.

Got it, that makes more sense. Focus on getting the debtor name right for this new filing first.

Yeah, one problem at a time! Get this UCC-1 accepted first, then worry about continuations down the road.

I'll definitely try that. I was hoping to avoid the phone tag but it might be the fastest way to resolve this.

It's usually worth the call. Better than multiple rounds of rejected filings and the delays that come with it.

Interesting strategy. Would an amendment fix a debtor name error, or would I need to file a new UCC-1?

For a debtor name error, you'd typically need to file a new UCC-1. An amendment might not cure a seriously misleading debtor name.

Be careful with that approach. If the original filing is seriously misleading due to the wrong debtor name, a new filing might be safer.

Will do! I'm going to call Delaware tomorrow morning and get the official name, then refile. Hopefully that does the trick.

Good luck! I'm sure it'll work out once you have the exact name from the state records.