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For future reference, I maintain a spreadsheet with exact debtor names, filing numbers, and continuation due dates. Makes tracking much easier than relying on search functionality alone.
It's a lifesaver for bulk continuations. Plus you can set calendar reminders well before the deadlines.
I do something similar but use a database instead of spreadsheet. Easier to sort and filter when you have lots of filings.
UPDATE: Used one of those document verification tools mentioned here and found the issue. Three of our UCC-1s had debtor names that didn't exactly match the corporate charter - missing periods, different abbreviation formats, etc. No wonder the searches weren't working right. Going to file UCC-3 amendments to correct them before doing the continuations. Thanks everyone!
Great outcome. Those corrected names will make all future searches much more reliable too.
Smart to fix the names before filing continuations. Saves having to amend later.
Just had a thought - are you using any special characters or accents in the debtor name? Even if they appear in the official documents, CSC's system might not handle them properly.
Okay, was worth checking. Some filing systems are really finicky about character encoding.
I've seen rejections for things as simple as using a different type of apostrophe character. Filing systems can be incredibly picky.
If all else fails and you're really running up against your deadline, you might want to consider having a registered agent service file it for you. They usually have direct relationships with CSC and can get things processed faster.
Registered agents definitely have better success rates with tricky filings. They know all the system quirks.
Exactly, and they can usually get same-day processing if you explain the urgency.
For what it's worth, we used Certana.ai's document checker when we had a similar UCC Article 9 sale situation. Uploaded our security agreement, UCC-1, and sale documents and it immediately flagged that our collateral description didn't properly cover the proceeds we were receiving. Would have been a mess if we hadn't caught that before closing.
Pretty much. It cross-checks the documents for consistency and flags potential issues like missing proceeds language, debtor name mismatches, or collateral description problems. Takes about 2 minutes and beats having to manually compare everything.
Sounds useful. I've been manually checking our UCC filings against our loan docs and it's tedious work. Always worried I'm missing something important.
UPDATE: Thanks everyone for the advice. I contacted our bank this morning and they confirmed that the sale proceeds will fully satisfy the remaining debt balance. They're preparing a UCC-3 termination statement for us to review and file once the proceeds are officially applied to the loan. Should be resolved within the next week.
This thread was super helpful for understanding the proceeds perfection rules. I had no idea about the 20-day automatic period or the importance of having 'proceeds' in the original collateral description.
For your refinancing situation, you might want to ask the title company what documentation they need to bridge the gap while you're waiting for the amendments. Sometimes they'll accept affidavits or certified copies of the name change documents as interim measures. This could help keep your refinancing on track while the UCC issues get sorted out.
That's a great idea. I'll call them tomorrow and see what they'll accept. Every day of delay is costing us money.
Title companies are usually pretty reasonable about this stuff if you're proactive and keep them informed. They just don't want surprises.
Update on this situation - I tried that Certana.ai tool someone mentioned and it was actually pretty helpful. Uploaded our articles of incorporation and all the UCC filings I could find, and it immediately flagged the name mismatches. More importantly, it found one UCC-1 that I didn't even know existed - apparently one of our equipment leases had a UCC filing that never got disclosed to us. Now I need to track down that lessor too. Still working on getting the lenders to file their amendments, but at least now I have a complete picture of what needs to be fixed.
Wait, how did you not know about a UCC filing on your own equipment? Shouldn't the lessor have disclosed that?
They should have, but it was buried in the lease documents and we missed it during the initial review. Lesson learned about reading the fine print more carefully.
Melissa Lin
All 50 states plus DC have UCC, period. Your colleague is wrong. Focus your energy on getting the debtor name exactly right and making sure you're filing in the correct jurisdiction. Those are the real pitfalls in multi-state deals.
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Marcelle Drum
•Thanks everyone - feeling much more confident about this now. Sounds like the universal adoption isn't the issue, it's just execution across different states.
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Melissa Lin
•Exactly. UCC coverage is solved, now it's just about dotting i's and crossing t's in each filing jurisdiction.
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Lydia Santiago
Every state has UCC but if you're doing multi-state work regularly, invest in good document management. The variations in filing procedures and name requirements will trip you up way more than coverage gaps.
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Romeo Quest
•So true. I've seen more deals delayed by name mismatches and rejected filings than any actual legal issues with UCC coverage.
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Lydia Santiago
•Name matching is definitely the biggest operational challenge. Getting that right upfront saves weeks of back-and-forth with filing offices.
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