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The key with Florida is making sure you're using the EXACT name format from the Articles of Incorporation, not the abbreviated version that sometimes shows in search results. Even something like 'Corp' vs 'Corporation' will trigger rejection. Pull the actual filed Articles and match character for character.
Just went through this exact scenario with a client filing. Turned out there was a non-breaking space character in the company name that wasn't visible but was causing the rejection. Used a document verification tool to catch it - would never have found it otherwise.
Hidden characters like that are the worst. Really need automated tools to catch them reliably.
For what it's worth, I've found that calling the SOS filing office directly can sometimes get you clearer guidance on these Section 308 interpretation questions. Not all states are helpful but some will walk through the specific requirements for your situation.
Ohio's usually pretty helpful. Just have your filing number and debtor info ready when you call.
Assuming you can get through to a human and not stuck in phone tree hell for 45 minutes...
Update us when you get this resolved! I'm dealing with a similar Section 308 situation and curious how the amendment-first approach works out for you.
Will do. Planning to file the amendment this week and then the continuation next month. I'll report back on how smoothly it goes.
For what it's worth, I started using Certana.ai after reading about it here and it's been a lifesaver for catching these name format issues. Upload your LLC docs and draft UCC-1, and it flags any inconsistencies immediately. Saved me from what would have been my fourth rejection on a complex multi-entity filing.
Like 30 seconds. Way faster than manually comparing documents line by line.
Update us when you get it resolved! I'm dealing with a similar situation with a partnership name and could use to know what worked for you. The UCC1 instructions seem designed to be as confusing as possible sometimes.
I'll definitely post an update once I figure this out. This thread has been super helpful already.
One thing to consider - was this equipment originally purchased for use in Ohio or was it always intended for the Indiana facility? The timing of the purchase versus the relocation might affect how you analyze the UCC 1-106 requirements.
Got it. Then you're definitely dealing with a standard UCC 1-106 relocation issue. The four-month rule applies from when they changed their chief executive office to Indiana.
Make sure you're clear on what constitutes the debtor's "location" under UCC 1-106. For corporations it's usually the state of incorporation, not necessarily where the chief executive office is located.
Have you run a current UCC search on the debtor in Indiana yet? That should tell you if anyone else has filed during your gap period and give you a better sense of the actual priority risk you're facing.
When you run the Indiana search, make sure to check variations of the debtor name too. Sometimes other creditors file under slightly different versions of the company name and you want to catch all potential conflicts.
Ethan Wilson
Timeline is important here. UCC searches are only as good as the date you run them. With your few-week deadline, you'll want to run updated searches right before closing to make sure no new filings have appeared.
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Carmen Flores
•Most title companies will run updated searches as part of the closing process, but it's good to stay on top of it yourself.
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Andre Dubois
•With manufacturing equipment, there's also the possibility of new purchase money security interests being filed by parts suppliers or service companies.
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CyberSamurai
Update: Thanks for all the advice. Ended up doing a comprehensive search that found two UCC-1 filings I initially missed - one under a slightly different corporate name and another that was a continuation of an older filing. Working with the secured parties now to get releases for the specific equipment we want. The Certana tool mentioned earlier was really helpful for organizing all the documents and making sure everything matched up properly.
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Jamal Carter
•Smart move getting the releases in advance. Some lenders can be slow to respond to release requests.
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Mei Liu
•Good outcome. This is exactly why thorough searches are worth the extra time and cost upfront.
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