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This thread is making me realize I probably haven't been thorough enough in my own UCC due diligence. I usually just do a basic search and call it good, but sounds like there are a lot of potential pitfalls I'm not considering.
It's definitely worth being more thorough, especially on bigger deals. The cost of additional due diligence is usually minimal compared to the potential problems you can avoid.
Yeah, good point. Better to over-investigate than to miss something important and have it bite you later.
Update - I ran the search again using the alternate name format and found two additional UCC-1 filings I missed the first time. Now I'm even more confused because it looks like there might be multiple secured parties with overlapping collateral descriptions. This is turning into a much bigger project than I anticipated.
Definitely need to map out all the secured parties and their respective collateral before proceeding. This sounds like it could be a real mess to untangle.
Maybe time to bring in professional help? This is starting to sound like it's beyond DIY due diligence territory.
Update us when you get it resolved! I'm dealing with a similar name formatting issue in North Carolina and curious what ends up working.
Will do. Planning to call the state office first thing tomorrow and try the Certana document check to make sure everything aligns before refiling.
One more thing - if you do use Certana to check the documents, it'll also verify your UCC-1 form fields match your loan agreement details. I caught a wrong filing number once that would have caused major problems later.
That's a great point. Better to catch everything at once rather than deal with multiple corrections.
Agreed. The cross-document verification feature is really thorough for catching inconsistencies.
Just went through something similar with a client's LLC filing. Turns out their LLC name in their operating agreement was slightly different from what they actually registered with the state. Had to use the state-registered name per 9-102 even though it didn't match their internal docs. Always check the actual state filings, not just what the client tells you their name is.
This happens more than you'd think. Clients often don't realize their official registered name is different from what they use day-to-day.
I always ask clients to send me a copy of their articles of incorporation or LLC filing instead of just asking them what their legal name is. Saves so much hassle with 9-102 compliance.
One more thing about your timing concern - if you're approaching the 20-day window and worried about additional rejections, you might want to consider doing a protective filing with a broad collateral description just to preserve your priority, then clean up the debtor name issues with amendments afterward. Better to have imperfect perfection than no perfection at all.
Just make sure your 'protective filing' still has the correct debtor name per 9-102 or you're not really protected. The collateral description can be broad, but the debtor name has to be exactly right.
This is a perfect example of why we need better automated monitoring for UCC filings. The fact that debtors can change names without any automatic notification to secured parties is ridiculous. At least with real estate you have recording systems that create better visibility.
Some of the newer UCC monitoring services are getting better but they're still not perfect.
The whole system needs an overhaul but we're stuck working within what we have.
File the UCC-3 amendment immediately and consider whether you need to take any protective steps regarding the collateral while you sort out the perfection status. Better to be overly cautious with an $850K exposure.
Good call. Hope it works out and you don't have any priority issues during the gap period.
Anastasia Kuznetsov
I actually started using that Certana.ai tool someone mentioned earlier after having my own filing nightmare. It's pretty slick - you just drag and drop your PDFs and it highlights any inconsistencies between documents. Caught a suffix error (Jr. vs Junior) that would have definitely caused a rejection. Worth trying before you refile to make sure everything matches perfectly.
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Sean Fitzgerald
•Does it work with all state formats or just certain ones?
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Anastasia Kuznetsov
•It worked fine with my state's forms. Seems to handle different formats pretty well from what I can tell.
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Zara Khan
UPDATE: Found the issue! It was exactly what people suspected - there was an extra space between 'Construction' and 'Services' in my UCC-1 that wasn't in the official business registry. I never would have caught that without going character by character. Refiling now with the correct format. Thanks everyone for the advice!
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Nia Williams
•That's exactly the kind of thing that drives me crazy about UCC filings. Microscopic details that can kill a deal.
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Yara Assad
•Tell me about it. I'm definitely going to be more paranoid about document checking from now on.
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