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One more thing - make sure whoever prepares your UCC-1 has access to the final security agreement. I've seen cases where the UCC preparer was working from an old draft and the collateral descriptions didn't match the final agreement terms. Another good reason to use something like Certana.ai to verify document consistency before filing.
Usually the lender handles it, but you should review and approve before filing. It's your name going on public record.
I always insist on reviewing the UCC-1 draft. Found mistakes in about 30% of them over the years.
Just to summarize for the OP: Security agreement = private contract creating the lien. UCC-1 = public filing perfecting the lien. You need both. Agreement comes first, filing should follow quickly. Both documents should have matching debtor names and consistent collateral descriptions. Don't sign anything you don't understand, and verify the UCC-1 gets filed correctly.
Good advice. I'd add that you should keep copies of everything and calendar the UCC-1 continuation deadline if it's a long-term loan.
Great point about continuation filings. UCC-1 expires after 5 years unless renewed with a UCC-3 continuation.
For your $2.8M deal, I'd definitely recommend getting a professional UCC search done in addition to your own research. Yes it costs money, but missing a lien on a deal that size could be catastrophic. The pros have access to better search tools and know all the name variation tricks for each state. Sometimes the peace of mind is worth the extra cost.
I've had good luck with CT Corporation and National Corporate Research. Both are thorough and know the state-specific quirks.
Update us when you figure out the complete search results! I'm dealing with a similar situation in CT and curious to see how many variations you end up having to try. The inconsistency in their system is maddening but knowing I'm not the only one dealing with it helps.
I'm curious if anyone has compared different UCC1 template software. We're using a system that's probably 10 years old and I'm wondering if newer platforms handle the formatting issues better.
Which software did you switch to? We're shopping around for a new system.
I'd rather not name specific vendors here, but look for systems that offer real-time validation against SOS requirements. Also make sure they update their UCC1 templates regularly when filing offices change their formats.
Just want to add that inconsistent UCC1 templates are a bigger problem than most people realize. We did an audit last year and found that 60% of our filing delays were due to template formatting issues, not actual substantive problems with the filings.
Pre-filing reviews are smart but time-consuming. Have you looked into automated verification tools? I've heard good things about services that can check UCC1 templates against filing requirements automatically.
Yes, we actually started using Certana.ai for that exact purpose. Upload your UCC1 template and it checks for debtor name formatting issues, missing information, field mapping problems, etc. Saves a lot of manual review time.
Another thing to check - make sure you're searching the right filing type. If this was an SBA loan or involved real estate, it might have been filed as a fixture filing rather than a regular UCC-1. Fixture filings sometimes use different search criteria or even separate databases in some states.
Even equipment can be filed as fixtures if it's permanently installed. Worth checking both databases to be safe.
True - anything that's attached to the building or considered part of the real estate gets the fixture treatment.
This whole thread is making me paranoid about our own UCC filings! Going to go check all our lenders' filings right now to make sure they're actually searchable.
Smart move. I recommend doing annual UCC audits just to make sure everything is filed correctly and still active.
Ryan Kim
Make sure you also double-check the state where you're filing. Some states are stricter about name formatting than others. Also verify the partnership is still in good standing before filing - I've had issues where the entity was dissolved but we didn't know.
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Zoe Walker
•How do you check if a partnership is in good standing? Is that on the Secretary of State website too?
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Ryan Kim
•Yes, most state SOS websites have entity search tools that show current status. Look for "active" or "good standing" status.
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Elijah Brown
One more tip - take a screenshot of the entity information from the state database when you look it up. That way you have proof of how the name was formatted on the official records when you filed, just in case there are questions later.
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Emma Bianchi
•That's brilliant! I never would have thought to document that but it makes total sense for audit purposes.
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Maria Gonzalez
•I do this too. Also helps if you need to file amendments or continuations later - you have the exact formatting saved.
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