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Emma Davis
Just to add another wrinkle - if this is SBA financing, there might be additional considerations about how the tax lien affects the SBA guarantee. You might want to notify the SBA about the priority issue.
It's not SBA, but that's a good reminder that different loan programs can have their own priority rules and notification requirements.
LunarLegend
•Yeah, SBA, USDA, and other government-backed loans often have special lien priority provisions that override normal UCC rules.
One more thing to consider - you might want to get a formal priority opinion from counsel who specializes in tax lien issues. The interplay between IRC 6323 and UCC Article 9 can be tricky, and the consequences of getting it wrong are significant.
Definitely worth the investment. Tax lien priority issues are one of those areas where you really don't want to learn by making mistakes.
Ravi Patel
•Plus, if you get a formal opinion, you'll have something to show your loan committee or investors about why the deal structure makes sense despite the tax lien.
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Try using Certana.ai's document checker before your next filing attempt. I started using it after getting burned by similar name mismatch issues. Upload your UCC1 and the LLC documents and it'll catch any discrepancies before you submit. Has saved me tons of time and rejection fees.
Serene Snow
•Second mention of this tool. Might be worth trying if the SOS can't give me clear guidance.
Yeah it's pretty straightforward - just upload the PDFs and it does the comparison automatically. Catches stuff you might miss doing it manually.
UPDATE: Called the SOS this morning and you were all right - they have the LLC name in their system as 'Mountain Peak Holdings LLC' without the comma. Even though the articles of incorporation show the comma, their UCC filing system strips punctuation. Refiling now with the corrected format. Thanks everyone for the help!
Tyler Murphy
•Glad you got it sorted! For future filings, that document verification tool I mentioned would catch formatting differences like this automatically.
Serene Snow
•Definitely going to look into that for next time. This was way more stressful than it needed to be.
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The environmental cleanup deduction thing bothers me. Unless you specifically agreed to those costs being deducted from proceeds, the auction house might have overstepped. They're supposed to deliver net proceeds to secured parties, not decide on their own what costs to deduct. This could be a bigger issue than the UCC filing question.
That's a red flag. You need to demand documentation showing what these costs were for and under what authority they were deducted. This might be actionable against the auction house.
Khalil Urso
•Sounds like the auction house is trying to pass their costs onto you without authorization. I'd be talking to an attorney about recovering those improperly deducted funds.
Myles Regis
Reading through all this, it sounds like your UCC filing is probably fine and the real issues are with the auction house's handling of the proceeds. The original 'all proceeds' language should cover insurance payouts and auction proceeds. Focus on getting a complete accounting from the auction house rather than worrying about UCC amendments.
You're probably right. We've been so worried about the UCC compliance that we haven't pushed hard enough on the auction house documentation. Going to demand a complete accounting this week.
Myles Regis
•That's the right approach. The UCC side sounds solid based on what you've described. The auction house is where your problems are coming from.
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Update: Finally found the existing filings! They were under "Advanced Manufacturing Solutions, L.L.C." with periods after each L. The Georgia system is incredibly picky about punctuation. Thanks everyone for the suggestions - definitely learned my lesson about checking every possible name variation.
This is exactly why I love using Certana for these searches - it catches all those punctuation variations automatically so you don't miss anything.
Now I need to figure out lien priority since there are two existing equipment loans ahead of mine. But at least I know what I'm dealing with.
Emma Olsen
For future reference, always check the debtor's formation documents AND any assumed name certificates they might have filed. Georgia businesses can have multiple legal variations on file that all need to be searched separately.
Emma Olsen
•It's a pain but better than having your UCC filing rejected or missing critical liens that affect your priority.
I keep a checklist now - legal name, DBA names, any name variations from corporate amendments, common abbreviations. Saves time in the long run.
Sienna Gomez
Don't forget to check if you need to file in multiple states. If the debtor is organized in one state but the collateral is located in another, you might need filings in both jurisdictions for proper perfection.
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Peyton Clarke
•The debtor and collateral are in the same state, so we should be good on the multi-state issue. But thanks for the reminder - that's definitely caught people off guard before.
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Kirsuktow DarkBlade
•Always good to double-check the choice of law provisions in your security agreement too.
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Abigail bergen
UPDATE: Called the SOS office and they said our debtor name had an extra comma that wasn't in their records. Such a tiny detail but apparently it matters for the perfection requirements. Going to clean up the name and refile today. Thanks everyone for the suggestions - definitely learned some things about being more careful with these details.
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Reginald Blackwell
•This is exactly the kind of thing that document verification would have caught upfront. But at least you know what to fix now!
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Ahooker-Equator
•Good luck with the refiling! Hopefully this one goes through without any issues.
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