UCC Document Community

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Since you found the existing filings, make sure to check their continuation dates too. You don't want to perfect your lien only to have a senior lien lapse and mess up your priority position.

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Yeah definitely check those dates. I've seen deals go sideways because someone missed a lapsed continuation.

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This is where that Certana tool might be useful again - it can probably flag any continuation issues automatically.

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Just to add one more tip - some states have separate databases for different types of UCC filings. Make sure you're not just searching UCC-1s but also amendments, continuations, and terminations. Sometimes the full picture isn't visible if you're only looking at one filing type.

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That's true. Our state has tabs for different filing types and I always forget to check the amendments section.

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Amendments are crucial! I've seen cases where the original UCC-1 looked fine but an amendment changed everything.

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Quick question - if the LLC name has changed since formation, do I use the current name or original charter name?

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Current legal name as it appears in the most recent state filing. Name changes should be reflected in amended articles.

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Yes, and if there's any doubt, check with the Secretary of State's office directly.

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Thanks everyone for the advice. I checked the Delaware SOS records and found the exact formatting. Ready to file now with confidence!

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Great to hear! Let us know how it goes.

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Good luck with the filing! Those document verification tools really do make a difference once you start using them regularly.

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The California UCC database had a major update in 2020 that caused some indexing issues with older filings. Some 2019 filings got re-indexed incorrectly. If your filing isn't showing up, request a certified copy directly from the SOS office - they can pull it from the archived records even if it's not searchable online.

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This is really concerning if there are systemic issues with older filings not being searchable. How many deals have been affected by this?

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It was a known issue but not widely publicized. Most lenders figured it out eventually but definitely caused some confusion in the market.

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UPDATE: Called the SOS office like suggested and they found the filing immediately! Turns out there was a data entry error in their system where one letter in the debtor name was wrong, so it wasn't showing up in searches. They're fixing the indexing error and said it should be searchable online within 48 hours. Thanks everyone for the advice - calling directly was definitely the right move.

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Glad it worked out! Makes me feel better about the reliability of the actual filing system even if the search function is problematic.

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Thanks for updating us. I'm bookmarking that phone number for future reference!

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OP here - thanks everyone! This confirms what I was suspecting about needing separate filings. Going to pull certified name information for all three LLCs from their respective state databases and file three separate UCC-1s with identical collateral descriptions referencing the umbrella agreement. Better safe than sorry with this much money involved.

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Definitely recommend using one of those document verification tools mentioned earlier. Better to catch name issues before filing than after rejection, especially with multiple entities.

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Good luck! Let us know how it goes. Always interesting to hear about complex umbrella structures and how they resolve.

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One final thought - consider whether you need fixture filings for any of the entities if they have real estate-related collateral. Umbrella security agreements sometimes include equipment that becomes fixtures and those need special handling beyond standard UCC-1s.

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Not always obvious. Look for equipment that's permanently attached to real estate or specifically enhances real property. When in doubt, file both regular UCC-1 and fixture filing.

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This is getting complex. Maybe I should stick to simple single-entity deals! But seriously, helpful thread for understanding umbrella structures.

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Been following this thread because we're dealing with similar international equipment issues. The consensus seems to be UCC-3 amendment rather than termination and refiling. Makes sense to preserve the priority date if possible. Thanks for posting this - very helpful discussion!

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Same here. International equipment moves are becoming more common in our industry and the UCC implications aren't always obvious upfront.

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Glad this is helpful for others. I'll post an update once we get the amendment filed and see how the bank responds.

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One more thing to consider - make sure your amendment clearly establishes when the equipment arrived in the US and became subject to the UCC filing. This timeline could be important if there are any priority disputes later. The amendment should tell a clear story about the collateral's journey from Australia to your facility.

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I'd keep the UCC-3 focused on correcting the collateral description rather than adding timeline details. But make sure your internal documentation clearly establishes those dates for future reference.

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Definitely keep a paper trail but keep the UCC filing itself clean and straightforward. Too much detail in the public filing can sometimes create more problems than it solves.

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