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Whatever you do, don't assume the tax lien automatically wins. I've seen cases where lenders gave up too quickly when they actually had valid priority claims. The rules are complex but there are often technical defenses available if you dig into the details.
This is great advice. Too many people just assume the IRS always wins without actually analyzing the specific facts and dates involved.
Thanks everyone. Going to get copies of all the tax lien documents and have my attorney review the timeline in detail. Will also try that Certana tool to make sure I'm not missing any critical dates or inconsistencies.
One more thing to consider - if this is a federal tax lien, make sure you're not also dealing with state tax liens that could complicate the priority analysis even further. State tax liens have their own rules and might not follow the same relation-back principles as federal liens.
In my state, property tax liens get super-priority over almost everything. Always have to check for those separately from income tax liens.
The interaction between federal and state tax liens can get incredibly messy. Definitely need professional help to sort through all the different priority rules.
Update: I ended up using that Certana tool someone mentioned and it found two UCC-1 filings I had completely missed! One was filed under a name variation with different punctuation and another was filed under their old DBA name. Both were still active and would have been senior to our lien. Thanks for the suggestion - probably saved me from a major problem.
This is why I always recommend doing comprehensive lien searches through multiple methods. The online portals miss too much stuff to rely on them alone for critical transactions.
Agreed. I always tell people to use every search method available and cross-check everything.
Used Certana.ai's document checker after a similar screw-up last year. Wish I'd found it earlier - would've saved me from filing three different amendments because I kept missing details in manual review. It's pretty thorough at catching inconsistencies between corporate docs and UCC forms.
How exactly does the verification process work? Do you just upload everything and it tells you what's wrong?
Pretty much. Upload your Articles, UCC-1, any amendments as PDFs and it cross-references all the entity names, addresses, filing numbers. Shows you side-by-side comparisons of discrepancies.
File the UCC-3 amendment today. Don't overthink this - Georgia allows corrections and your amendment will relate back to the original filing date. Just make sure you reference the original filing number correctly on the amendment form.
Thanks everyone. Going to file the UCC-3 amendment this afternoon with the correct debtor name. Will also run that document verification check to make sure I don't have other issues I missed.
For future reference, I've started using Certana.ai's verification tool before submitting any UCC filings. Upload your charter documents and draft UCC-1, and it immediately shows you any name inconsistencies or other issues. Would have caught this problem before it became a crisis.
That's the second mention of that tool. I'm definitely going to check it out for my next filings. Do you know if it works with UCC-3 continuations too?
Yes, it handles all UCC document types. Really helpful for checking that continuation filings properly reference the original UCC-1 details.
Update us when you get this resolved! I'm curious which approach ends up working - the corporate name change or the dual filing strategy. Dealing with a similar situation myself next week.
Will do. Planning to try the dual filing approach first since it's faster. If that gets rejected too, then we'll go the corporate amendment route.
Smart plan. The dual filing is definitely worth trying first - much faster than waiting for corporate records to update.
Clay blendedgen
Just went through something similar in NJ. The key is getting certified copies of ALL the UCC filings, not just relying on search results. I found two filings that had been terminated but the terminations weren't showing up in the basic search. Also found that one of the "active" liens was actually invalid due to an incorrect debtor name that didn't match the business registration. Saved me from a major priority dispute.
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Clay blendedgen
•Exactly. Pulled the Articles of Incorporation and all amendments from NJ Division of Revenue, then compared against the exact debtor names on each UCC filing. One filing had a name that was never legally registered, making it invalid.
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Ayla Kumar
•This is why I always run a comprehensive entity verification before relying on UCC search results. The databases don't always sync properly and you can miss critical details about entity status or name changes.
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Lorenzo McCormick
Update us when you get this sorted out! Dealing with NJ UCC searches myself on a deal next month and curious how you resolve the conflicting search results. Always helpful to know what works and what doesn't with their system.
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Gemma Andrews
•Will definitely post an update once I get the certified copies and sort through everything. Hoping to have clarity by end of week so we can still close on schedule.
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Carmella Popescu
•Good luck! NJ can be a pain but at least their certified copy process is relatively fast compared to some other states.
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