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Whatever approach you use, document everything! Keep records of when you searched, what databases you checked, and what results you got. Your client will want this for their files and it protects you if something gets missed. Also consider getting UCC insurance if the deal size justifies it.
Agree on documentation. We create a detailed search report for every entity showing exactly what we checked and when. CYA is critical in M&A work.
Don't forget to check for UCC-1 continuation filings if you find older liens. A UCC-1 expires after 5 years unless continued, so something filed in 2019 might look active but could actually be lapsed if not properly continued. This is especially important in mass corp UCC searches where you're dealing with lots of entities and time periods.
This is so important! We've seen deals where everyone assumed old UCC filings were still valid but they'd actually lapsed. Always check the continuation status.
Great point about continuation filings. With 200+ entities this is definitely something I need to track carefully. Thanks for the reminder.
Your accounts receivable collateral description looks standard. Just make sure you understand what you're getting - A/R can be tricky to collect on if the debtor's customers dispute invoices or claim setoff rights. Might want to get debtor representations about the quality of their receivables.
Thanks, we did get reps about no disputed receivables over $10K. Client seems to have good customer relationships.
Smart to get those reps in writing. A/R financing can go sideways quickly if the underlying invoices are problematic.
At least your collateral description is solid. I see so many UCC filings with vague or incomplete collateral descriptions that won't hold up in bankruptcy. 'All accounts' is much better than 'accounts receivable' which some courts have found too narrow.
UCC Article 9 defines 'accounts' more broadly than just traditional A/R. Covers things like license fees, royalties, other payment obligations. Gives you better coverage.
This is why I always use the broadest possible collateral descriptions. You never know what assets the debtor might have that could fit under your security interest.
Honestly the whole UCC system in every state is a mess. Why can't they just standardize everything nationally instead of making us learn 50 different procedures?
Because states' rights and revenue generation. Each state wants to control their own process and fees.
True, but at least most states follow similar basic principles. It's really just the paperwork and search processes that vary.
Your compliance officer is right, that form is standard for Florida. I've probably submitted hundreds of them over the years. Just double-check that you're using the current version - they update the form occasionally and won't accept old versions.
Florida Department of State website, under their UCC section. They usually date-stamp the forms so you can tell if you have the current one.
For what it's worth, I just got through a batch of 8 UCC-3 continuations by doing them between 6-7am this morning. The transmitting utility seems much more stable during those early hours. Might be worth setting an alarm and trying again tomorrow morning.
Just successfully completed all 15 of my continuation filings! Ended up using the individual filing method and doing them in two batches - 8 this morning around 6:30am and 7 more just now. The transmitting utility worked perfectly both times. Thanks everyone for the advice, especially about the early morning timing. Crisis averted!
Niko Ramsey
I still buy paper forms occasionally for backup purposes, but 90% of our filings are electronic now. The time savings alone justifies the switch.
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Seraphina Delan
•That's smart to have paper backups. System outages always happen at the worst times.
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Niko Ramsey
•True, though most state systems have pretty good uptime now. And you can usually file after hours electronically which is nice.
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Jabari-Jo
Thanks everyone for all the advice! Sounds like electronic filing is the way to go. Going to start the transition process next week and maybe try that Certana document checker for our current backlog.
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Saleem Vaziri
•Good choice! The verification tool will definitely help ensure your existing forms are error-free before you make the switch.
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Scarlett Forster
•You'll wonder why you waited so long once you see how much faster electronic filing is.
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