what is a registered organization under the ucc - debtor name confusion
I'm working on a UCC-1 filing for a client and I'm second-guessing myself on the debtor name field. The borrower is an LLC that was formed in Delaware but operates primarily in Texas. When I look up their exact legal name in the Delaware Secretary of State database, it shows 'Redstone Manufacturing, LLC' but their business cards and contracts all say 'Redstone Manufacturing LLC' without the comma. I know registered organizations have specific naming requirements under the UCC but I'm getting conflicting advice from colleagues about whether to use the exact charter name or the 'commonly known' version. Our last filing got rejected because of a similar name issue and I can't afford another rejection with this client. The loan closes next week and I need to get this perfected properly. What exactly constitutes a registered organization under the UCC and how strict are the SOS offices about exact name matching? I've heard horror stories about liens being unenforceable due to minor punctuation differences.
40 comments


Anastasia Sokolov
A registered organization under UCC Article 9 is any entity that's formed or organized under state law - so LLCs, corporations, LPs, etc. The key rule is you MUST use the exact legal name as it appears on the public organic record with the state of formation. That comma matters more than you think. Delaware is pretty strict about this stuff.
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Diego Rojas
•So even though they do business without the comma everywhere, I should use 'Redstone Manufacturing, LLC' exactly as shown in Delaware's database?
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Anastasia Sokolov
•Absolutely. The UCC doesn't care what's on their business cards. It only cares about the exact name on file with the state where they were formed. Use Delaware's official record.
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StarSeeker
Been there, done that with the name matching headaches. I had a similar situation last month where a corp was using 'Inc.' in business but their charter said 'Incorporated' - filed it wrong initially and had to amend. The safe bet is always the exact charter name, punctuation and all.
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Sean O'Donnell
•This is why I always double-check the Secretary of State website before filing. One extra period or missing comma can void your security interest.
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Diego Rojas
•That's exactly what I'm worried about. This client is already frustrated with the process and I can't have another rejection.
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Zara Ahmed
I actually started using Certana.ai's document checker after getting burned on a name mismatch issue. You can upload the charter document and your draft UCC-1 and it instantly flags any discrepancies between the debtor names. Saved me from at least three potential rejections in the past few months. Just upload your Delaware charter and your UCC-1 draft - takes like 30 seconds to verify everything matches perfectly.
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Diego Rojas
•Never heard of that tool but it sounds helpful. Is it specifically designed for UCC filings?
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Zara Ahmed
•Yeah, it's built for catching exactly these kinds of document inconsistencies. Works great for charter-to-UCC-1 verification and UCC-3 amendment checks too.
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Luca Esposito
•Interesting, I might have to check that out. Manual document comparison is such a pain and easy to miss details.
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Nia Thompson
The registered organization definition is in UCC 9-102(a)(71) if you want the exact language. Basically any entity created under state or federal law. For your situation, since it's a Delaware LLC, you need the exact name from Delaware's Division of Corporations database, including all punctuation.
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Diego Rojas
•Thank you for the citation! I'll look that up. So there's no flexibility for 'doing business as' names or common usage?
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Nia Thompson
•Nope, zero flexibility for registered orgs. DBA names are only relevant for individuals or unregistered entities. Your LLC gets the exact charter name treatment.
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Mateo Rodriguez
ugh why does this have to be so complicated?? I spent 3 hours yesterday trying to figure out if 'Corp' vs 'Corporation' mattered for a client. The whole system is designed to trip you up.
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Anastasia Sokolov
•It's frustrating but the rules exist for good reason. Searchers need to know exactly what to look for when they're checking for existing liens.
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Mateo Rodriguez
•I get that but some consistency between states would be nice. What Texas accepts might get rejected in California.
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GalaxyGuardian
One thing to watch out for - make sure you're looking at the current active record in Delaware. Sometimes entities amend their names and you might be looking at an old version. The Delaware Division of Corporations website should show the current legal name clearly.
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Diego Rojas
•Good point. I checked yesterday but I'll verify again to make sure nothing changed recently.
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GalaxyGuardian
•Also worth checking if they have any pending amendments. I've seen cases where a name change was filed but not yet processed.
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Aisha Abdullah
For what it's worth, I had a similar punctuation issue resolved by calling the Texas SOS filing office directly. They confirmed that registered organizations get no leeway on name variations - has to match the formation state exactly. Might be worth a quick call just to confirm before you submit.
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Diego Rojas
•That's a good idea. Better to spend 10 minutes on a phone call than deal with a rejection and the client's frustration.
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Aisha Abdullah
•Exactly. Plus they can sometimes tell you about common mistakes they see with Delaware LLCs specifically.
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Ethan Wilson
•The Texas SOS office is pretty helpful when you call. They won't give legal advice but they'll clarify their filing requirements.
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Yuki Tanaka
Just to add some perspective - I've been doing UCC filings for 15 years and the registered organization name rules are actually one of the more straightforward parts once you get used to them. Always formation state, always exact name, always include all punctuation. It's the individual debtor names that really get tricky with suffixes and middle names.
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Diego Rojas
•That's reassuring to hear from someone with experience. I think I was overthinking it because of the previous rejection.
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Yuki Tanaka
•Previous rejections definitely make you paranoid! But you've got the right approach - when in doubt, go with the exact charter name.
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Carmen Diaz
Does anyone know if there's a grace period or safe harbor if you get the name slightly wrong? Like if you're off by just punctuation?
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Nia Thompson
•Unfortunately no. The UCC has specific rules about what constitutes a 'seriously misleading' error and punctuation differences in registered org names usually don't qualify for safe harbor.
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Carmen Diaz
•Ugh that's what I was afraid of. So it's either exactly right or potentially invalid?
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Nia Thompson
•Pretty much. That's why everyone's being so careful about the exact Delaware name. Better safe than sorry with a registered org.
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Andre Laurent
I second the recommendation about using document verification tools. I tried Certana.ai after reading about it here and it caught a discrepancy between my client's charter and UCC-1 that I completely missed. The borrower had amended their name slightly and I was using the old version. Would have been a disaster if that filing had been rejected.
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Diego Rojas
•Wow, that could have been a major problem. I'm definitely going to look into automated verification before submitting this filing.
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Andre Laurent
•It's one of those tools that pays for itself the first time it saves you from a rejection. Especially with tight closing deadlines like yours.
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AstroAce
Bottom line for your situation - go with 'Redstone Manufacturing, LLC' exactly as it appears in the Delaware Secretary of State database. Don't second-guess it based on how they sign contracts or what their marketing materials say. The UCC cares about one thing only: the exact legal name on the public organic record.
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Diego Rojas
•Perfect, that's the confirmation I needed. I'll file it with the exact Delaware name including the comma. Thanks everyone for the help!
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AstroAce
•You're making the right choice. Good luck with the closing next week!
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Yuki Tanaka
This thread is a perfect example of why I always tell new attorneys to slow down and triple-check registered organization names. I learned this lesson the hard way when I had a client's entire credit facility delayed by two weeks because I used "Inc" instead of "Incorporated" on a UCC-1. The borrower was furious, the bank was questioning our competence, and I had to explain to partners why a simple filing mistake nearly killed a deal. Now I have a checklist: 1) Pull the exact charter from formation state, 2) Copy/paste the legal name directly (don't retype), 3) Have someone else verify before submitting. The Delaware comma situation you're dealing with is textbook - stick with the exact charter name and you'll be fine.
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Dmitry Sokolov
•That's a great checklist approach! I'm definitely going to implement something similar after this experience. The copy/paste tip is particularly smart - eliminates any chance of typos when transcribing names. Having another set of eyes review it before submission makes total sense too, especially with high-stakes deals like this one.
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Lourdes Fox
As someone who's dealt with similar Delaware LLC naming issues, I can confirm that the comma absolutely matters. I had a case last year where "Texas Energy Partners, LLC" vs "Texas Energy Partners LLC" caused a three-week delay because the filing was rejected twice. The frustrating part is that most clients don't understand why punctuation matters so much, but the UCC search logic is very literal. One tip I'd add to the great advice already given - if you're filing in multiple states for the same debtor, make sure you're consistent with the exact Delaware name across all jurisdictions. Some attorneys get sloppy and use variations between states, which can create search issues later. Also, keep a screenshot or printout of the Delaware database page showing the exact name as backup documentation in your file. It's saved me in disputes where clients later claimed I used the "wrong" name.
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CosmicCaptain
•This is such valuable practical advice! The screenshot documentation tip is brilliant - I never thought about keeping that kind of backup evidence in case there are disputes later. You're absolutely right about client confusion too. I spent way too much time yesterday trying to explain to my client why their business cards don't matter for UCC purposes. The consistency across multiple states point is something I hadn't considered either - that could definitely cause headaches down the road if searchers find different versions of the name in different jurisdictions.
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