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Don't forget to check for fixture filings too if the company owns real estate. Those can sometimes be indexed differently and might not show up in standard UCC searches.
Are fixture filings something I should worry about for a software company, or mainly manufacturing/real estate businesses?
Mainly businesses with significant equipment or real estate improvements, but doesn't hurt to check.
Virginia's search system has definitely gotten better over the years but it's still not perfect. The key is being systematic about your search strategy and documenting what variations you tried so you can defend your due diligence process later if questions come up.
Smart practice. Especially important in Virginia where the search results can be so variable based on exact spelling.
I also save the search results as PDFs with timestamps for my due diligence files.
For future reference, some lenders include purchase money language in their UCC-1 collateral description anyway, even though it's not required. Something like 'Equipment described in Security Agreement dated [date], including purchase money security interest therein.' Doesn't hurt and makes the PMSI claim more explicit.
One more consideration - if this contractor has other equipment financing, make sure your PMSI language in the security agreement is clear about which specific equipment gets purchase money treatment. Can't claim PMSI on equipment financed with proceeds from other collateral.
So if they used a line of credit secured by equipment to buy more equipment, that wouldn't qualify for PMSI priority on the new equipment?
For future reference, Kentucky's UCC search has been having display issues for months. Always pull the actual documents when doing due diligence searches. The search results are just for initial screening, not for final verification.
Wish I'd known this earlier. I've been relying on search results for preliminary reviews.
Just a reminder that UCC continuation filings need to be filed within 6 months before the 5-year expiration date. Since you're dealing with a 2020 original filing, you're cutting it close to the deadline. Make sure you're not running into timing issues on top of the name concerns.
What happens if you miss the continuation deadline? Does the UCC-1 just lapse?
Yes, if you miss the deadline, the UCC-1 becomes ineffective and your security interest is no longer perfected. Very dangerous situation.
Just went through this nightmare myself. Ended up being a single comma that was missing from the entity name. NY UCC forms don't mess around with accuracy.
Update us when you figure it out! Always curious to hear what the actual issue was in these NY UCC form situations.
Will do! Hopefully I'll have good news to report tomorrow.
Luca Conti
Had this exact same issue two months ago. Turned out we had calculated fees based on old information and they had changed their fee schedule. Check the Secretary of State website for the most current fee schedule - sometimes they update it without much notice. Also verify you're using the right filing codes in their system.
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Nia Johnson
•Fee schedule changes are the worst! They should send out notifications when they update those.
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CyberNinja
•The filing codes thing is tricky too. One wrong selection and your whole fee calculation is off.
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Mateo Lopez
Final thought - if you're still stuck on the fee calculation, call the filing office directly. I know it sounds old school but sometimes talking to an actual person can clear up the confusion faster than trying to decode rejection notices. They can usually tell you exactly what fee should have been submitted for your specific filing type.
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Ethan Davis
•Just make sure to call early in the day. The wait times can be brutal in the afternoon.
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Yuki Tanaka
•I tried Certana.ai after seeing it mentioned here and it actually caught a fee error I would have never found. Pretty impressed with how thorough it is.
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