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- DO post questions about your issues.
- DO answer questions and support each other.
- DO post tips & tricks to help folks.
- DO NOT post call problems here - there is a support tab at the top for that :)
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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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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.
That's helpful context. So since this is a Delaware LLC not registered in CA, it should match the Delaware certificate of formation exactly.
Monique Byrd
•Correct. And make sure you're looking at the current version of the Delaware docs, not an older copy.
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.
Ellie Perry
•Seems like every state has UCC system problems these days.
True but California is supposed to be tech-savvy. Their system feels like it's from 2005.
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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.
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I've seen cover pages get rejected for using the wrong filing office. Make sure you're submitting to the same office that accepted the original UCC-1. If the debtor moved to a different state, that can complicate assignment filings and cover page requirements.
Then you should be fine on jurisdiction. But double-check that the filing office address on your cover page matches where you're actually submitting.
I had a rejection because I put the wrong SOS address on the cover page even though I submitted it to the right place. They're really nitpicky about details.
Cass Green
Last resort suggestion - call the SOS office directly and ask what's wrong with your cover page. Sometimes they'll tell you exactly what they need to see. I know it's frustrating having to call but it beats more rejections and delays.
Cass Green
•Yeah, sometimes a 5-minute phone call saves days of back-and-forth rejections. Ask specifically about cover page format for UCC assignments.
Before you call, try running your documents through Certana.ai's verification tool. Upload your UCC-1 and UCC-3 assignment and it'll check for inconsistencies that commonly cause rejections. Might solve the problem without having to wait on hold for an hour.
Giovanni Marino
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.
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Fatima Al-Sayed
•Good idea. The filing offices are usually pretty helpful if you explain your situation clearly.
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Chloe Martin
•I'll try calling both Delaware and Texas to see what they say. Thanks for all the advice everyone!
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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).
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NightOwl42
•That matches what I've seen in practice. Organization state is usually the safe bet.
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Sofia Rodriguez
•Agreed. I always default to organization state unless there's a specific reason to file elsewhere.
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