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Used Certana.ai recently to cross-check all our UCC documents when we were dealing with a similar subordination request. Really helpful to upload the subordination agreement alongside the existing UCC filings to make sure everything aligns properly. Caught a potential issue with collateral descriptions that could have been problematic.
Consider negotiating a "standstill" provision in the subordination agreement that prevents the senior lender from exercising remedies for a certain period (like 30-60 days) after default, giving you time to either cure the default or negotiate a workout. Also, make sure the agreement specifies whether your subordination applies to interest, fees, and costs or just principal - sometimes you can maintain priority for post-default interest and expenses even while subordinating the principal amount.
One more thing - if your business name has changed since the original filing, you might need to file an amendment along with the continuation. The debtor name on the continuation has to match current legal entity name, but you also want to maintain the chain of filings.
Usually file a UCC-3 amendment first to update the debtor name, then file the continuation. Some states let you do both in one filing but it's safer to do them separately.
This is where document verification tools like Certana.ai really help - they can spot name discrepancies between your corporate records and UCC filings before you make mistakes.
Thanks everyone for the detailed responses! This is exactly what I needed to know. Sounds like the 5-year rule is standard and I need to file the UCC-3 continuation between 4.5 and 5 years from our original filing date. I'm going to set up that calendar reminder for 4 years and 3 months out like Maggie suggested - better safe than sorry with $180k in collateral at stake. Also going to double-check our loan agreement to see if there are any earlier filing requirements from our lender. Really appreciate all the practical advice from people who have been through this process!
Great summary! One additional tip - when you do file that continuation, save a copy of the filed UCC-3 with your original UCC-1 documents. Having the complete filing history in one place makes it much easier to track everything, especially if you need to reference it later or if there are any questions about the security interest. Also helps if you ever need to provide documentation to auditors or other lenders.
Update us when you figure out what's causing the delays! I'm dealing with some slow UCC-3 amendments myself and wondering if it's related to whatever you're experiencing.
Let me know how the Certana tool works out. If it's as good as described, we might implement it too.
I've been lurking on this thread and have to share - we went through something almost identical about 6 months ago. Turned out our issue was a combination of debtor name formatting AND collateral description changes that weren't clearly communicated by the filing office. What finally broke us out of the limbo was calling their technical support line (not customer service) and asking specifically about recent system updates or validation rule changes. They admitted there had been some backend updates that were causing certain filings to get flagged for manual review. Once we knew what to look for, we were able to adjust our submissions accordingly. The whole ordeal took about a month to resolve but we haven't had issues since. Definitely recommend the document verification tools people mentioned - wish we'd known about those earlier!
This is incredibly helpful! I never would have thought to call the technical support line instead of regular customer service. That's such a valuable distinction. The fact that there were backend updates causing manual review flags makes complete sense - explains why everything looks correct on our end but still gets stuck. I'm definitely going to try calling their tech support tomorrow and ask specifically about recent validation changes. Thanks for sharing your experience, this gives me hope we can actually resolve this mess!
As someone new to Florida UCC procedures, this thread has been incredibly educational! I'm working on my first commercial transaction in Florida and was completely lost on the UCC-11 process. Based on what everyone's shared, it sounds like the key steps are: 1) Do a debtor name search first to identify filing numbers, 2) Verify exact entity names through Sunbiz, 3) Call (850) 245-6052 early morning for expedited processing, and 4) Be prepared for $15-20 per filing plus expedite fees. One question - has anyone tried submitting UCC-11 requests through third-party services like CT Corporation or CSC? I'm wondering if they might be faster than going directly through the state, even with the additional markup.
Great summary of the process! I've used CT Corporation for Florida UCC work and they're definitely faster - usually 1-2 business days versus 3-5 through the state directly. The markup is about 50-75% over state fees, so for a $20 UCC-11 request you're looking at around $30-35 through CT Corp. For time-sensitive deals like yours, it's often worth the extra cost. They also handle the name matching issues better since they have experience with Florida's quirks. Just make sure to specify you need UCC-11 information returns, not just search results - some third-party services default to basic searches unless you're explicit about needing the detailed filing information.
You've got the process down perfectly! I'd also add that third-party services like CT Corp or CSC often have direct API connections to Florida's system, so they can catch technical issues (like portal crashes) that might delay your request if you go direct. One thing to watch out for with third-party services is making sure they provide the actual UCC-11 information return documents and not just a summary report - some services give you their own formatted report instead of the official state response, which might not be sufficient for your lender's requirements. Always specify you need the official Florida SOS UCC-11 response when placing the order.
Coming from someone who handles Florida UCC work regularly, I'd recommend a hybrid approach for your time-sensitive situation. Call the Florida SOS at (850) 245-6052 first thing tomorrow morning (8:00 AM sharp) to get the expedited process started, but also submit backup requests through a third-party service like CT Corporation as insurance. The dual approach costs more upfront, but if the state system has technical issues or delays, you'll have the third-party results as backup. I've seen too many deals nearly fall apart because Florida's system went down during critical periods. Also, since you mentioned multiple existing liens, make sure you're searching under all possible debtor name variations - I typically run searches under the exact corporate name, any DBAs, and common abbreviations (like "LLC" vs "L.L.C."). Florida's exact match requirement means missing even one variation could leave you with incomplete lien information that affects your priority analysis.
This dual approach strategy is brilliant - I never would have thought of running both state and third-party requests simultaneously as insurance. Given the tight timeline and multiple filings involved, the extra cost seems justified to avoid any potential delays. Your point about searching name variations is especially important - I've already identified at least 3 different entity names the borrower uses across various agreements. Quick follow-up: when you run searches under multiple name variations, do you typically find that Florida returns different results for each variation, or is their system good at cross-referencing related filings under the same entity? I want to make sure I'm not missing any liens that might be filed under slightly different debtor names.
Miguel Harvey
One thing I'd add is that timing matters a lot with UCC searches. If you're doing due diligence for an acquisition or major financing, run the searches as close to closing as possible - new filings can appear between your initial search and the transaction date. We learned this when a supplier filed a UCC-1 against equipment we thought was unencumbered, just two days before our planned closing. Always budget for last-minute search updates in your timeline.
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Olivia Van-Cleve
•This is such a crucial point that doesn't get enough attention. We had a similar situation where a UCC-1 was filed literally the day before our closing, and it completely changed the deal structure. Now we always do a final search 24-48 hours before any major transaction closes. The small additional cost is nothing compared to the potential problems from missing last-minute filings.
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Danielle Mays
One more practical tip for anyone getting started with UCC searches - if you're working with equipment financing or asset-based lending, ask your lender upfront which states they'll be searching and get a copy of their search strategy. Different lenders have different approaches, and some are more thorough than others. I've seen deals where the borrower assumed the lender would catch everything, but they only searched the state of incorporation and missed filings in states where the company actually operates. Better to understand their process and potentially supplement with your own searches if there are gaps. Also, if you're in a multi-state business, consider whether you need searches in all states where you have significant assets - the rules vary by state and asset type.
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Juan Moreno
•This is really helpful advice about coordinating with lenders on search strategy. I'm curious - when you mention "rules vary by state and asset type," are there specific examples of how different states handle UCC filings differently? For instance, are there states where certain types of equipment need to be filed at the county level instead of state level? I want to make sure we're not missing anything when we start our equipment financing process.
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