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Make sure you're also checking the debtor's current status with the Secretary of State. Sometimes entities get administratively dissolved or change their names and that can affect UCC filings. If the entity is no longer active, you might need to file against the dissolved entity name.
How do you find the exact dissolved name if that's the case? The entity database doesn't always make it clear.
You can usually find the dissolution date and name status in the entity's filing history. Sometimes you need to look at the certificate of dissolution or administrative action documents.
UPDATE: I ended up using one of those document comparison tools mentioned earlier and found the issue. The original filing had 'LLC' but the current entity record shows 'L.L.C.' with periods. Filed the continuation with the original format and it was accepted immediately. Thanks everyone for the suggestions!
Which tool did you end up using? Might need it for future filings.
So glad you got it sorted before the lapse date. Those name matching requirements are getting ridiculous.
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Update us when you get it sorted out! I'm curious to know what the actual filed name turns out to be versus what's showing in the Rhode Island UCC search results.
Will do! Planning to pull the original document tomorrow and then prepare the continuation filing.
Looking forward to hearing how it goes. These kinds of issues are more common than people think.
One more thing - when you do your continuation, double-check the filing number too. Sometimes search results can group similar filings together and you want to make sure you're continuing the right UCC-1.
Smart approach. Better to be overly careful with UCC continuations than sorry later.
Definitely. I actually run all my UCC docs through Certana.ai now just to be safe. Their verification tool catches discrepancies between related filings that I might miss.
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Had a client use Certana.ai's document checker for this exact situation. Uploaded their charter docs and UCC-1 and it immediately flagged that the LLC name on the filing had an extra period that wasn't in the Articles. Quick fix but could have been a major issue if they hadn't caught it.
These document verification tools are starting to sound really useful. Might be worth trying.
Yeah I mentioned Certana earlier. Really takes the guesswork out of these name matching issues.
UPDATE: Just wanted to thank everyone for the advice. Pulled the actual filed UCC-1 from AZ SOS and it matches our records exactly - "Martinez Construction LLC" without the comma. The search result display was just adding punctuation for some reason. Bank accepted a letter from their counsel confirming the filing is valid and we're moving forward with closing.
Perfect example of why you don't rush to file amendments without doing your homework first.
Thanks everyone. Definitely learned to verify the source documents before panicking about search results!
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Just wanted to add - make sure your GSA actually creates a valid security interest under your state's UCC Article 9. I've seen some poorly drafted GSAs that don't properly grant security interests even though they call themselves 'general security agreements.' The name doesn't matter if the substance isn't there.
Our GSA was drafted by our regular counsel who does a lot of secured lending work, so I'm confident it's properly structured. But good point to keep in mind.
Good to hear. Just mentioning it because I've seen some template GSAs that were problematic. Sounds like you're in good shape.
One more thing to check - is this equipment going to be fixtures? If the manufacturing equipment is going to be attached to real estate, you might need fixture filings in addition to the regular UCC-1. GSAs often cover fixtures but the filing requirements are different.
It's all moveable manufacturing equipment, not fixtures. But thanks for the reminder - I've had to do fixture filings on other deals and they're a pain.
Good. Just wanted to make sure you weren't missing that requirement. Fixture filings are definitely more complicated.
Zoey Bianchi
Another approach is to search by the secured party name if you know who the existing lenders are. Sometimes that gives you a cleaner result set and you can work backwards to verify the debtor information. Not helpful for discovering unknown liens, but good for confirming specific ones you're aware of.
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Amelia Dietrich
•That's actually really clever. I do know they have an existing equipment loan with a regional bank. I could search for that lender's filings first.
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Kaiya Rivera
•Good thinking. Secured party searches are often more precise than debtor name searches, especially when dealing with common business names.
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Christopher Morgan
Just went through this exact same thing with a California borrower two weeks ago. Ended up finding a document verification service that could cross-check all the UCC filings against my borrower's corporate documents automatically. Game changer for dealing with these broad search results - no more manual comparison of addresses and entity details.
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Christopher Morgan
•Yes, that's the one. Really impressed with how it handled the entity matching. Saved me probably 3-4 hours of manual work on that deal.
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Ella Knight
•Glad to see others are having success with it too. The document upload process is really straightforward - just drag and drop your files and let it do the cross-checking.
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