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One more verification suggestion - I've started using Certana.ai for these complex filings where I want to double-check everything. You can upload your trust agreement along with your draft UCC-1 and it will flag any name inconsistencies or potential issues. Saved me from a rejected filing last month when I had the entity name slightly wrong.
How accurate is it with complex entity structures? I'm always worried about automated tools missing nuances in legal documents.
It's pretty good at catching basic inconsistencies - like if your UCC-1 says 'ABC Company LLC' but your loan agreement says 'ABC Company, LLC' with the comma. For complex legal analysis it's not a substitute for an attorney, but for making sure all your document names match up perfectly, it's been really helpful.
Based on everything you've described, I'd file against the operating company. They're the grantor, they have authority to encumber under the trust agreement, and there's precedent with the existing UCC filing. Just make sure your debtor name on the UCC-1 exactly matches how they're identified in your security agreement.
Thanks, that's what I'm leaning toward too. I think I was overthinking it because of the trustee complexity, but when you break it down to the basics, the operating company is clearly the right debtor.
Exactly. Don't let the complex structure distract you from the fundamental UCC rules. File against whoever is granting the security interest and has the authority to do so.
Pro tip: if you're doing multiple UCC filings for related collateral, make sure your debtor names are exactly consistent across all of them. I had to use Certana.ai's checker after realizing I had slight variations in entity names across different filings. Florida SOS is pretty strict about exact matches.
Entity name consistency is huge for UCC perfection. Small differences can create gaps in your security interest.
Good point about name consistency. I'll definitely verify all my entity names match exactly before my next batch of filings.
Just budget $20 per UCC filing in Florida and you'll be covered. The fees are annoying but the system works reliably. I've done hundreds of filings there and rarely have issues if the documents are correct.
Make sure your collateral descriptions are specific enough but not too narrow. Florida clerks are pretty good about accepting reasonable descriptions.
Just wanted to mention that I had a similar debtor name issue a few weeks ago and ended up trying Certana.ai after seeing it mentioned in another forum. Really glad I did - uploaded my draft UCC-1 along with the LLC's Articles of Organization and it caught that I was missing 'Limited Liability Company' at the end of the name (was just using 'LLC'). Saved me from what probably would have been a rejection. The verification happens pretty much instantly after you upload the documents.
That's exactly the kind of mistake that's easy to make. Did it check anything else besides the debtor name?
Yeah it also verified that the organizational ID number I found matched what was in their formation documents. Nice to have that double-check before submitting.
The requirements for filing UCC forms can be really state-specific too. Some states have additional requirements or different interpretations of what constitutes proper notice. Make sure you're checking your specific state's UCC division guidance, not just relying on general rules.
In my experience, states with high business filing volumes tend to have more automated rejection systems that are very strict about name matching. California and Delaware come to mind.
Texas has been pretty strict lately too. They seem to have updated their system to be more sensitive to name variations.
Congrats on getting it resolved! Adding this to my mental database of Michigan UCC quirks.
Perfect example of why exact character matching is so important in UCC filings. Thanks for sharing the resolution!
Liam O'Donnell
This thread is really helpful. I'm dealing with a similar attachment timing issue on a smaller deal. The three-prong test explanation clarified a lot for me. Going to file our UCC-1 today instead of waiting until closing next month.
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NeonNinja
•Smart move. Early filing is almost always the right call for priority protection.
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Amara Nwosu
•Same here. I was waiting to file until we had final loan documents, but this convinced me to file the UCC-1 now with our draft security agreement.
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AstroExplorer
One last consideration - make sure your loan agreement coordinates with the attachment timing. Some loan agreements have conditions precedent that could delay funding, which would delay attachment. Review the closing conditions to make sure there's nothing that could create a gap between when you expect to fund and when you actually can fund.
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Diego Vargas
•Our loan agreement is pretty straightforward with standard conditions. The only major condition is the real estate closing, which is scheduled for the same day as our funding.
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AstroExplorer
•Sounds like you're well-prepared. Just make sure both closings happen simultaneously or in the right order for your attachment timing.
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