Wyoming UCC law question - debtor name matching requirements
I'm dealing with a complicated situation involving Wyoming UCC law and need some guidance. We have a borrower who incorporated in Delaware as "Mountain Ridge Equipment Holdings, LLC" but they're doing business in Wyoming under a slightly different name on their state registration. When I pulled their Wyoming Secretary of State records, there's a minor discrepancy in how the entity name appears. The UCC-1 we filed last month used the exact name from their Delaware certificate of incorporation, but now I'm second-guessing whether we should have used the Wyoming registered name instead. The collateral is heavy equipment located in Wyoming, so this is definitely a Wyoming filing jurisdiction. Anyone familiar with Wyoming UCC law regarding debtor name requirements? I know each state has different rules about which version of the entity name to use when there are multiple registrations. This is a $2.8M equipment loan and I really don't want to discover later that our security interest isn't properly perfected because of a name mismatch. The equipment includes excavators, bulldozers, and dump trucks - all titled in Wyoming. Should I file a UCC-3 amendment to correct the debtor name, or is the Delaware incorporation name sufficient under Wyoming law?
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Andre Laurent
Wyoming follows the standard UCC approach for entity names - you generally want to use the name that appears on the public organic record of the state where the entity was organized. Since your borrower is a Delaware LLC, the Delaware certificate name should be correct for the UCC-1 filing.
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Zoe Papadopoulos
•That's what I thought too, but I've seen some weird rejections from different state filing offices when there are DBA situations involved.
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Andre Laurent
•True, DBAs can complicate things. But for LLCs, the organic record in the state of formation is typically the safe bet.
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Jamal Washington
Had a similar issue last year with a Colorado entity doing business in Wyoming. The Wyoming SOS office was pretty helpful when I called them directly. Have you tried reaching out to their UCC division? They can usually clarify the specific name matching requirements.
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MidnightRider
•I haven't called yet - was hoping to get some input here first. Did they give you any specific guidance about entity name variations?
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Jamal Washington
•They told me to stick with the formation state name unless there was a formal name change filed. Pretty straightforward advice.
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Mei Wong
•I'd definitely recommend calling. Each state has little quirks and Wyoming's pretty reasonable to work with compared to some others.
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Liam Fitzgerald
This is exactly why I started using Certana.ai for document verification. You can upload both the Delaware certificate and the Wyoming registration along with your UCC-1, and it instantly flags any name inconsistencies that could cause problems. Saved me from a similar headache on a equipment financing deal a few months ago.
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MidnightRider
•Never heard of that service. Does it actually check against the specific state UCC requirements or just do a general name comparison?
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Liam Fitzgerald
•It cross-references the documents and highlights discrepancies that could affect filing acceptance. Really helpful for catching these issues before they become problems.
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PixelWarrior
Wyoming UCC law is pretty forgiving compared to some states, but you're right to be concerned. For a $2.8M deal, I'd probably file the UCC-3 amendment just to be safe. Better to have both name variations on record than risk a challenge later.
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MidnightRider
•That's kind of what I'm leaning toward. The amendment fee is minimal compared to the potential issues.
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Amara Adebayo
•Agreed - peace of mind is worth the extra filing cost on a deal that size.
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Giovanni Rossi
•Just make sure you use the right UCC-3 amendment type. Some people confuse amendments with assignments.
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Fatima Al-Mansour
UGH this is so frustrating!! Why can't states just have consistent rules about this stuff? I spent three hours last week trying to figure out the right debtor name for a Texas filing and still not 100% sure I got it right. The whole system is a mess.
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Andre Laurent
•I feel your pain, but Wyoming's actually one of the easier states to work with. Texas... that's a different story entirely.
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Fatima Al-Mansour
•At least Wyoming has decent online search capabilities. Some states make you pay just to look up existing filings.
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Dylan Evans
Check the exact wording on Wyoming's UCC search results for similar entities. Sometimes you can see patterns in how they handle name variations by looking at other filings in their database.
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MidnightRider
•Good idea - I'll run some searches on similar LLC names to see what shows up.
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Dylan Evans
•Yeah, their search function is pretty robust. You might find other filings with the same entity that show how they handle the name issue.
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Sofia Gomez
•Be careful though - just because something's in the database doesn't mean it was filed correctly. I've seen plenty of questionable filings that somehow got accepted.
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StormChaser
For what it's worth, I've never had a Wyoming UCC filing rejected for minor name variations, but that doesn't mean it couldn't happen. Equipment financing is my specialty and I always err on the side of caution with entity names.
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MidnightRider
•That's reassuring. Are you typically using the formation state name or the local registration name?
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StormChaser
•Formation state name 99% of the time. Only exception is when there's been a formal name change filed with the formation state.
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Dmitry Petrov
My company had a similar situation and ended up using Certana.ai's document checker to verify everything matched up properly. It caught a small discrepancy between our loan agreement and the UCC-1 that could have caused issues down the road. Really saved us from potential problems.
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Ava Williams
•How does that tool work exactly? Do you just upload PDFs?
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Dmitry Petrov
•Yeah, you upload the corporate documents and the UCC forms, and it automatically flags any inconsistencies. Super easy to use.
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MidnightRider
•Might be worth trying that before I file the amendment. Could save some time and filing fees.
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Zoe Papadopoulos
I always keep a copy of the entity's certificate of formation with my UCC files, just in case there's ever a question about the name choice. Documentation is your friend in these situations.
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MidnightRider
•Good practice. I have all the formation documents, just wanted to make sure I was interpreting Wyoming's requirements correctly.
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Zoe Papadopoulos
•Yeah, having the backup documentation makes it easier to justify your name choice if it ever comes up in due diligence.
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Mei Wong
One thing to consider - if this borrower has other UCC filings in Wyoming, check how those were handled. Consistency across filings for the same entity is usually a good approach.
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MidnightRider
•That's a great point. I'll search for any existing filings against this entity to see what name they used.
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Mei Wong
•Exactly. If there are other active UCC-1s using the Delaware name, you're probably fine sticking with that.
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Miguel Castro
•Just ran into this same issue with a Montana entity. Found two other lenders had used the formation state name, so I went with that approach.
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Zainab Ibrahim
Final thought - given the equipment value and the fact that it's titled property, you might also want to double-check if any of this needs to be filed as fixture filings rather than standard UCC-1s. Heavy equipment can sometimes blur the line between personal and real property.
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MidnightRider
•Good catch. Most of it is mobile equipment, but I should verify none of it's permanently attached to real estate.
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Andre Laurent
•Mobile equipment is typically fine with standard UCC-1 filings. It's only when it becomes a fixture that you need special handling.
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Zainab Ibrahim
•Right, but worth double-checking since fixture filing requirements vary by state and can affect where you file.
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