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Andre Dupont
This thread is making me realize I need to be way more careful about debtor names. I usually just type them from memory or our loan docs but clearly that's not good enough for NY. Going to start pulling the original filings for every continuation from now on.
Sean Doyle
•Smart move. I learned this lesson the hard way too. Now I always copy and paste directly from the original filing rather than typing anything manually.
Zara Rashid
•Or use a document checker like Certana.ai - takes the guesswork out of it completely.
UPDATE: Called the NY Secretary of State and they confirmed it's a debtor name mismatch issue. The comma I added on the continuation is preventing the system from linking it to the original filing. They said I need to file a UCC-3 amendment to correct the debtor name format. At least now I know what the problem is, but what a hassle!
Sean Doyle
•Thanks for the update. This is a good reminder for everyone about how picky NY is with debtor names. One extra comma can cause major headaches.
Luca Romano
•So relieved you figured it out! This thread definitely taught me to be way more careful about name formatting on my upcoming continuation.
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Myles Regis
What's your backup plan if you do find unexpected liens? Are you prepared to walk away or negotiate payoffs at closing?
We have contingencies in the purchase agreement but I'm hoping to avoid that mess. Better to know now than find out after closing.
Myles Regis
•Smart approach. I've seen deals fall apart because buyers didn't discover liens until the day of closing.
Brian Downey
One final tip - print out screenshots of all your searches with timestamps. If any disputes come up later, you'll need proof of what the Delaware UCC database showed on the date you searched.
Brian Downey
•For your purposes regular searches should be fine, but check with your attorney. Some lenders require certified searches for larger deals.
Salim Nasir
•If you end up using Certana.ai, it automatically generates documentation of all the searches and verifications it performed. Saves you from having to manually screenshot everything.
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My suggestion would be to call the Delaware SOS office directly and ask about filing requirements for your specific situation. They can usually give you definitive guidance on whether Delaware or Texas is the right jurisdiction.
Good idea. The filing offices are usually pretty helpful if you explain your situation clearly.
Chloe Martin
•I'll try calling both Delaware and Texas to see what they say. Thanks for all the advice everyone!
Dylan Hughes
Just saw this thread and wanted to add - I had a similar Delaware LLC situation last year. Ended up filing in Delaware even though the collateral was in another state. The key is where the debtor is organized, not where the collateral is located (unless it's real estate fixtures).
NightOwl42
•That matches what I've seen in practice. Organization state is usually the safe bet.
Agreed. I always default to organization state unless there's a specific reason to file elsewhere.
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Update us when you hear back from your lender! Always curious to see how these situations play out. Hopefully they'll get their act together and file it promptly.
Ava Johnson
•Will do! Calling them again tomorrow morning. This thread has given me a lot more confidence about what to ask for and what my rights are.
Good luck! The squeaky wheel gets the grease with these things.
Omar Fawzi
Just want to echo what others have said about verifying the termination once it's filed. I used to just trust that lenders got it right, but after seeing too many mistakes I always double-check now. That Certana tool someone mentioned earlier sounds like it would make the verification process much easier than doing it manually.
Chloe Wilson
•Smart approach. Better to catch mistakes early than deal with complications later when you need clean collateral for new financing.
Omar Fawzi
•Exactly. Especially with equipment financing where you might want to refinance or use the same collateral for future loans.
Monique Byrd
For future reference, California requires the debtor name to match EXACTLY what's in their business entity database if the entity is registered there. For out-of-state entities, it needs to match the formation documents exactly. No variations allowed.
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Abigail Patel
•That's helpful context. So since this is a Delaware LLC not registered in CA, it should match the Delaware certificate of formation exactly.
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Monique Byrd
•Correct. And make sure you're looking at the current version of the Delaware docs, not an older copy.
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Jackie Martinez
California Secretary of State has been having system issues all month. I had to file a UCC-3 amendment last week and it took four tries. Their IT department needs serious help.
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Ellie Perry
•Seems like every state has UCC system problems these days.
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Jackie Martinez
•True but California is supposed to be tech-savvy. Their system feels like it's from 2005.
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