UCC Document Community

Bottom line - you need to resolve this before any continuation deadlines hit. I'd recommend: 1) Pull all corporate records for each entity name, 2) Contact the secured party for clarification, 3) Review any UCC-3 amendments that might clarify the intended debtors, 4) If still unclear, consider filing protective continuations against all name variations to preserve priority while you sort it out.

I'm just getting started in UCC practice and this thread is incredibly helpful! Question for the group - when you're doing Secretary of State searches across multiple jurisdictions like this, is there a preferred order to search in? Should I start with the state where the business appears to be operating, or the state of incorporation? And are there any red flags in the corporate records that would immediately tell me I'm dealing with filing errors versus legitimate separate entities?

Update from my end - I ended up having to file UCC-3 requests for information on several of the questionable liens to get official status confirmation from the Secretary of State. Pain in the neck but it's the only way to get definitive answers when the portal data is unreliable. Cost about $10 per request but worth it for deal certainty.

This is exactly why I always budget extra time for UCC due diligence on larger deals. The CT system has burned me before on time-sensitive closings. One thing that might help immediately - try searching by the secured party name instead of just the debtor name. Sometimes you'll find filings that don't show up in the standard debtor search, especially if there were name changes or amendments that didn't get properly cross-referenced in the system. Also, if you have the original financing statements, check if any assignments were filed (UCC-3 assignments) that might have changed the secured party of record. Those don't always update the search results properly either.

The practical reality with UCC 1-103(b) is that most lenders don't think about it until there's a problem. In your equipment financing, I'd focus on getting clear documentation of the existing lien holder's position and making sure your own UCC-1 filing is bulletproof. UCC 1-103(b) is more likely to be an issue if basic UCC procedures weren't followed properly.

Just wanted to add from my experience - when dealing with UCC 1-103(b) in equipment financing, I always recommend getting an intercreditor agreement with the existing lender if possible. It eliminates a lot of the uncertainty about how supplemental principles might apply. The agreement can clarify priority positions and waive certain rights that might otherwise be governed by common law under UCC 1-103(b). It's extra work upfront, but it saves headaches later when you're not trying to figure out which state law principles fill the gaps in UCC coverage.

Hope this works out smoothly for you. I'm dealing with a similar situation but with inventory instead of equipment. The collateral description rules seem unnecessarily complicated sometimes.

Thanks everyone for the detailed advice! Based on all your input, I'm feeling much more confident about proceeding with the UCC-3 amendment route. I'm going to create a comprehensive collateral description that includes specific equipment types and their current locations at both facilities. The suggestion about including serial numbers for high-value equipment makes a lot of sense too. I'll also check out that Certana.ai verification tool a couple of you mentioned - sounds like it could catch any potential issues before I file. Really appreciate this community for helping me navigate what felt like a complicated situation!

One more tip - if you find filings under different name variations, make sure to check if they're actually the same debtor by comparing addresses and other identifying information in the UCC records.

I've dealt with this exact issue multiple times in Connecticut. Beyond the name variations everyone mentioned, also check if the borrower has gone through any corporate restructuring - mergers, acquisitions, or even simple entity conversions can create additional filing complications. I once found a critical lien filed under a predecessor entity's name that would have been missed entirely. For a $2.8M deal, consider engaging a local Connecticut UCC search firm as backup - they know all the quirks of the state system and can often catch filings that automated searches miss. The cost is minimal compared to the risk of missing a senior lien.