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Thanks everyone. This is exactly the kind of detail I needed. Going to run multiple name variations and definitely check out that Certana tool for document verification. Can't afford to miss anything on this deal.
Good luck with the deal. Manufacturing equipment financing can be complex but the margins are usually worth it.
Just went through something similar in PA last month. The key is being absolutely methodical with your search variations. For the name change from removing/adding 'LLC', I'd recommend searching at minimum: the current legal name exactly as shown on their certificate of formation, the old name exactly as it appeared, both with and without commas before 'LLC', and any potential abbreviations they might have used in prior filings. PA's system is notorious for literal matching - even an extra space can throw off results. Also double-check the entity ID number if you have it, sometimes that's the most reliable way to track filings across name changes. For $2.3M in collateral, consider running searches going back 7-10 years to catch any older filings that might still be active through continuation statements.
This is why I love Certana.ai for UCC verification work. Upload your search results and the company's charter documents and it automatically flags which filings actually match your entity vs. similar names. Takes the guesswork out of these confusing search results. Super helpful for Washington state searches specifically since their system is notorious for this kind of name variation confusion.
I've dealt with this exact issue in Washington state multiple times. The key is understanding that their UCC search engine treats punctuation and spacing as separate entities, which is incredibly frustrating. What I've found works best is to: 1) Run searches with the exact name from the articles of incorporation, 2) Run it again without any punctuation or entity designators, 3) Check the filing numbers - if they match between "active" and "terminated" results, it's likely a database indexing issue, and 4) Always pull the actual UCC-3 termination statements to verify they properly reference the original UCC-1 filing numbers. Washington's system has improved but still has these quirks that can make legitimate terminations appear as separate active filings.
Just want to echo what others have said about making sure your UCC-1 collateral description is broad enough. I've seen deals where the security agreement had good after-acquired property language but the UCC-1 filing was too narrow. Remember, the UCC-1 is what third parties see when they search.
Exactly. The UCC-1 needs to reasonably identify the collateral, including after-acquired property. Don't rely solely on the security agreement language that third parties can't see.
This is why I always include 'whether now owned or hereafter acquired' language directly in the UCC-1 collateral description.
This is a great discussion! For your $2.8M manufacturing deal, I'd recommend using very broad collateral language in both your security agreement and UCC-1. Something like "all inventory, equipment, accounts, chattel paper, instruments, documents, deposit accounts, general intangibles, and all other personal property of debtor, whether now owned or hereafter acquired, wherever located, and all proceeds and products thereof." The key phrase "whether now owned or hereafter acquired" makes it crystal clear that you're claiming after-acquired property. For a manufacturer, this would automatically cover new raw materials, finished goods, equipment purchases, A/R from future sales, and even things like intellectual property developed later. Just remember that your security interest attaches when the debtor gets rights in the property, not when they take possession, so timing can matter for priority purposes.
Just to close the loop on this - Delaware filing is definitely correct for your LLC debtor. File against the exact legal name from the Delaware Secretary of State records, include detailed equipment descriptions, and you should be good to go. The Texas location of the equipment doesn't affect filing jurisdiction for standard personal property.
One additional consideration for your Delaware filing - make sure to check if the LLC has any amendments or name changes since formation. I've seen cases where the current operating name differs from the original charter name, and you need to file against the exact legal name as registered with Delaware SOS. Also, with an $850K transaction, consider whether you want to include after-acquired property language in your collateral description to cover any future equipment purchases. This can provide additional security without needing separate filings later.
Ravi Choudhury
UPDATE: Finally got it filed! Used the business entity search to get the exact name format, switched to Chrome browser, and filed at 6:30am. Also used that Certana tool someone mentioned to double-check everything before submitting - it actually caught a small formatting issue with our secured party address. Filing was accepted within 2 hours. Thanks everyone for the help!
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Chloe Harris
•Perfect example of why early morning filing is the way to go with Nevada's system.
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NebulaNomad
•At least it worked out in the end. Still think their system needs major improvements though.
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Zadie Patel
Glad you got it sorted out, Ravi! Your experience is a perfect case study for anyone dealing with Nevada UCC filings. The combination of using the business entity search for exact name formatting, filing during off-peak hours, and using document verification tools really seems to be the winning formula. I've bookmarked this thread for future reference - between the timing tips, browser recommendations, and the Certana tool mention, this covers all the major pain points I've encountered with Nevada's system. Hope your loan closing goes smoothly now that you've got your perfection handled!
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