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This thread is super helpful because I'm dealing with a similar 1-303 UCC debtor name situation. My client has been doing business under a trade name for years but I think I need to use their actual registered entity name for the filing. The loan documents reference both names in different places which is confusing.
After reading all these responses, I'm wondering if there's a pattern to which states are more strict about 1-303 UCC debtor name formatting. Anyone notice if certain states are worse than others for rejecting filings over minor name differences?
Delaware and Nevada seem particularly strict about exact name matching in my experience. But honestly they all should be consistent if they're following the same UCC code.
The UCC code is uniform but each state implements their own filing procedures and validation rules, so there can be differences in how strict they are.
Don't forget to consider continuation timing if this is a long-term loan. You'll need to file continuation statements using the exact same debtor name format in 5 years. Better to establish a consistent approach now.
Good reminder about continuations. If the debtor name changes format between the original filing and continuation, you could have problems.
Actually the continuation statement references the original filing number, so as long as you use the same debtor name format it should be fine.
UPDATE: Thanks everyone for the advice. I ended up using Certana.ai to verify the exact name match between the Hungarian charter and my UCC-1 draft. It confirmed the Magyar characters were correctly formatted and the filing was accepted by the SOS. Really appreciate the help - this was stressing me out with such a large loan amount at stake.
Glad it worked out! It's always nerve-wracking with international entity names. Good to know the verification tool handled Hungarian characters properly.
The punctuation thing is annoying but not usually a deal-breaker. What you should really be concerned about is making sure the debtor's legal name matches their current corporate status. LLC names can change slightly when they file amendments with the Secretary of State, and that's where you can run into real perfection issues.
Good point. Always worth running a corporate status check to make sure the entity name hasn't changed since you filed the UCC.
Update us on what the SOS office tells you when you call. I'm curious whether this is a known issue with their system or if there's something else going on with your specific filing.
Yeah, these kinds of posts are really valuable when you're trying to figure out if something is normal or a red flag.
honestly this stuff is why I don't miss working in commercial lending. too many moving parts and the consequences of missing something are huge. good luck with your audit
Update us when you get through the audit! I'm dealing with a similar situation on a smaller scale and would love to hear what approach worked best for the comprehensive filing list compilation.
Brielle Johnson
The terminology around UCC contract formation requirements always trips me up. Are we talking about Article 9 attachment requirements or something else entirely? I get confused between what makes a security interest enforceable vs what makes a UCC filing valid.
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Oliver Brown
•Think of it as two steps: UCC contract formation requirements create the security interest, then filing perfects it against third parties.
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Mary Bates
•This distinction between UCC contract formation requirements and filing requirements confused me for months when I started.
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Clay blendedgen
Update on my situation - pulled the current LLC registration and the name was indeed different. Refiled the UCC-1 with the correct current name and it was accepted immediately. The rejection had nothing to do with UCC contract formation requirements despite what the error message suggested. Thanks everyone for steering me toward the name issue instead of getting lost in security agreement analysis.
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Lorenzo McCormick
•Great outcome. This thread will be helpful for others dealing with similar UCC contract formation requirements confusion.
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Carmella Popescu
•Perfect example of why you should always verify current debtor names before assuming UCC contract formation requirements problems.
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