Articles of Incorporation Play a Key Role in Your UCC Filing

Articles of Incorporation Play a Key Role in Your UCC Filing

Clients frequently ask:  “My customer’s name is on our agreement and I ran a query on the Secretary of State website; why do I need to pull the Articles of Incorporation too?”

Previously, we’ve mentioned that Articles of Incorporation are used to determine jurisdiction (see Articles of Incorporation: Not Just for Name Verification). In today’s example, Articles of Incorporation are important because even states make mistakes when indexing entities (more often than you’d think).

The first image is from the Ohio Secretary of State’s website. The search performed was for “J & J Flooring” and the returned result indicates the corporate legal name is “J & J Flooring, Inc.” so that’s what the creditor used on their credit application.

But look closer….

A screenshot showing the result of searching J & J Flooring on the Ohio Secretary of State's website. The Business Name row is marked with a red box and the Filing Type is marked with a red arrow.Under “filing type” the state indicates J & J Flooring is a Limited Liability Company, which is commonly referred to as an “LLC”.

So, which is it? “J & J Flooring, Inc.” or “J & J Flooring, LLC” — the only way to know for sure is to pull the Articles of Incorporation! Article 9 requires the debtor’s legal name, state of organization and the organization ID number – all three items are found on the Articles of Incorporation.

OK, here’s a look at the Articles of Incorporation. Drum roll please… aha! The entity’s corporate legal name is, in fact, “J & J Flooring, LLC”:

A screenshot showing the Articles of Incorporation for J & J Flooring with a red box around the official corporate legal name being J & J Flooring, LLC.

“Why can’t I just list ‘J & J Flooring’ on the filing, that way it will cover both ‘Inc.’ and ‘LLC’?” Because you can’t have your cake and eat it too.

We’ve previously discussed the importance of filing a UCC with the correct legal name, in fact, we specifically discussed a case where the creditor left “Inc.” off of the debtor’s name and the security interest was left unperfected. You can read more about that case here –  What a Difference a Name Makes: Omission of “Inc.” Left Security Interest Unperfected.

It’s all about the standard search logic, and though you may think “Inc.” and “LLC” are what are sometimes referred to as noise words, they are still words – don’t jeopardize your position; pull and review Articles of Incorporation carefully!

Have questions? NCS UCC experts are here to help!

Most Recent Resources

Blog

Navigating Credit Trends in 2025

Credit will be shaped by tech innovations, regulatory changes, & evolving economic policies. Learn more about navigating credit trends in 2025.
Read More
video icon
Video

NCS Credit's Year-End Collection Tips 2024

Hard to believe 2024 is nearly over! As you prepare your A/R for year-end, let's review a few collection tips to help you close 2024 and prepare for 2025.

Read More
conference
Tradeshow

ELFA Credit & Collections Management Conference

The Credit and Collections Management Conference & Exhibition addresses the new and emerging issues relevant to credit and collections professionals and emerging professionals in the equipment finance industry.
Read More