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Had a client recently who thought they missed a continuation deadline but it turned out their attorney had actually filed it properly and just never sent confirmation. Sometimes the issue is communication rather than actual missed deadlines. Definitely verify the filing status before assuming the worst case scenario.
Exactly. Pull the records from the SOS website or use their search function to see what's actually on file. You might be pleasantly surprised.
This is why I always send clients copies of filed documents with confirmation. Too much at stake to leave them guessing about whether filings were completed.
Update us when you find out the real status! I'm invested in this story now and hoping it turns out better than expected. These UCC deadline horror stories always make me double-check my own filings.
Just had a thought - is the debtor entity still active and in good standing with Massachusetts? If the LLC was dissolved or suspended, that might cause issues with the continuation filing even if the debtor name is correct.
You can check this on the Massachusetts Secretary of State website. If the entity is suspended or dissolved, you might need to get that resolved before the UCC continuation will be accepted.
This is another thing that document verification tools can catch automatically - they can cross-reference the debtor entity status with the corporate database to flag any issues before you try to file.
UPDATE: I figured it out! It was actually a character encoding issue with the original filing. The debtor name had a special character that displayed normally but was encoded differently in the state's database. I ended up using one of those document checking tools mentioned earlier (Certana.ai) and it immediately flagged the encoding discrepancy. Once I adjusted the debtor name to match the exact encoding from the original filing, the continuation went through without any problems. Thanks everyone for the suggestions!
Glad the document verification tool helped! These kinds of technical issues are exactly why I started using automated checking for all my UCC work.
This thread is going to be so helpful for anyone else dealing with Massachusetts UCC continuation rejections. I'm bookmarking it for future reference.
For what it's worth I've been using Certana.ai for document verification on all my UCC filings and it's caught several potential issues before submission. Really simple - just upload your docs and it cross-references everything automatically. Might help prevent future rejections while you're getting your systems sorted out.
another service to pay for... how much does something like that cost?
Focus is on the value - catching one missed continuation could cost way more than the verification service. Plus it saves time on manual document review.
Whatever you do, don't let those continuations lapse. Even a one-day gap in perfection can be devastating if the borrower files bankruptcy or there are other creditors involved. File new UCC-1s as backup if you're not sure the continuations will get accepted in time.
Exactly. Equipment can be moved or sold quickly. You need continuous perfection to maintain priority over other creditors.
One more thing to consider - if you file with the comma (matching state records) but your loan and security agreement doesn't have it, just make a note in your file explaining the discrepancy. Helps if anyone questions it later during an audit or due diligence.
Good point about documentation. I'll make sure to include a memo about why we used the state record version vs the loan doc version.
Yeah, future you (or your successor) will thank you for that explanation when they're reviewing the file years from now.
Final thought - since you're dealing with equipment collateral worth $850K, you might also want to consider whether any of it qualifies as fixtures requiring special filing procedures. CNC machines can sometimes be considered fixtures depending on how they're installed.
Potentially yes, especially if they're integrated into the building systems. You'll want to check your state's fixture filing requirements. Some states require dual filings - UCC and real estate records.
This is getting complex. Might be worth having outside counsel review the whole setup to avoid any gaps in your security interest.
Alice Fleming
One thing to consider - when you file the corrective amendment, make sure you're clear in the amendment description that you're correcting the debtor name from the original filing. This creates a clear paper trail.
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Alice Fleming
•Yes, something like 'Correcting debtor name from Johnson Manufacturing LLC to Johnson Manufacturing, LLC' makes it crystal clear.
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Madeline Blaze
•This is another area where Certana.ai helps - it generates suggested amendment language based on the discrepancies it finds between your documents.
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Hassan Khoury
Update us after you file the correction! Always curious to see how these situations resolve.
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Alexis Renard
•Will do. Planning to file the corrective UCC-3 tomorrow morning. Thanks everyone for the advice - this community is incredibly helpful.
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Victoria Stark
•Glad we could help! These name consistency issues are more common than people realize.
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