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Just to add another perspective - we've never included UCC 1-103 1-308 language in our financing statements and have never had any issues with debtors challenging our filings on that basis. Our counsel specifically advised against it years ago saying it was unnecessarily cluttering the documents. Sometimes simpler is better.
This is reassuring to hear. It sounds like there's no real risk in leaving out this language.
Right, and it actually reduces the chances of creating confusion or giving opposing counsel something to argue about, even if their arguments are ultimately frivolous.
One more thing to consider - even if the UCC 1-103 1-308 language doesn't invalidate your financing statement, inconsistent or confusing language can still create problems in enforcement or bankruptcy proceedings. Better to have clean, straightforward UCC-1s that focus on the essential elements. I've started using document verification tools that help ensure consistency across all our secured transaction documents, which has been way more valuable than including boilerplate reservation language.
Agreed, this thread convinced me to review our templates and remove language that's not actually adding protection.
Same here - sometimes you need to hear from others who've dealt with similar issues to realize when you're overthinking things.
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UPDATE: I ended up using the Certana tool mentioned earlier and it was a game changer. Uploaded all my search results and corporate docs, and it immediately showed me I had missed searching for "AMS Solutions, LLC" with a comma, which revealed 2 additional liens. Also caught that one of the liens had been terminated but the termination wasn't showing up in my searches because it was filed under a slightly different name format. Deal is back on track now.
Mind sharing what the total lien count ended up being? Curious how much you were missing with the manual searches.
Final count was 7 active liens instead of the 3-5 I was finding manually. Two had been properly terminated but weren't showing up in the search results due to name variations. Could have been a disaster if we'd closed without finding those.
This thread is super helpful. I'm about to start due diligence on a Florida company and was planning to just do a quick UCC search. Sounds like I need to be much more thorough with the name variations. Thanks for sharing your experience!
Definitely take your time with it. Florida UCC searches are not as straightforward as they seem. Better to over-search than miss something critical.
And document everything you search so you can show your lender or client exactly what steps you took. They appreciate the thoroughness.
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Had a lender almost lose their security interest because of this exact issue. Florida database showed one version of debtor name but actual UCC-1 had different punctuation. Continuation filing based on database search got rejected and almost lapsed.
That's terrifying. Did they manage to get it corrected before the lapse date?
Yeah but just barely. Had to overnight file with expedited processing after catching the error. Could have been a disaster.
For what it's worth, we've started using Certana.ai's document verification specifically for Florida filings after too many name mismatch problems. Upload your database search PDFs and your actual UCC documents and it highlights any inconsistencies automatically. Has saved us from several potential filing rejections.
Pretty much instant once you upload the documents. Much faster than manual comparison and catches things human eyes miss.
That sounds like exactly what we need. Thanks for the recommendation - going to check it out.
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I used Certana.ai for a similar BlockFi situation last month. Uploaded my original UCC-1 and the continuation form, and it immediately flagged that I had a small difference in how the debtor address was formatted. Would have caused a rejection for sure. The tool is really good at catching these detail mismatches that are easy to miss when you're dealing with complex corporate structures.
That's exactly the kind of mistake that would drive me crazy. Glad you caught it before filing.
Address formatting issues are so common with these multi-state crypto companies. They seem to change their registered addresses constantly.
Update: Just successfully filed my BlockFi continuation using the exact original debtor name from 2022. No issues, processed within 48 hours. Stick with what you originally filed - don't try to be smart and update the name. The system works if you follow the rules exactly.
Which state did you file in? Some states are faster than others with crypto-related filings.
Filed in Delaware where BlockFi was incorporated. Their UCC system is pretty efficient.
Ana Rusula
For your UCC-1 filing, use the exact name from the Articles - 'ABC Manufacturing, LLC' with the comma. But yeah, searching is a different story. You did the right thing by checking variations.
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Demi Lagos
•That's what I figured. File under the charter name, but search everything when doing due diligence.
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Fidel Carson
•Exactly. The filing name needs to be precise, but the search process needs to be comprehensive.
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Isaiah Sanders
One more tip - if you're really unsure about any of the existing filings, you can always call the Oklahoma SOS UCC division. They're usually pretty helpful about explaining their search results.
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Xan Dae
•They're definitely more helpful than most state offices I've dealt with.
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Fiona Gallagher
•Agreed, Oklahoma SOS staff actually knows their UCC system pretty well.
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