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Been lurking on this thread and wanted to add that we've started using a two-part approach: broad collateral description on the UCC for perfection purposes, then detailed schedules in our security agreements for enforcement. Best of both worlds - clean filing, comprehensive coverage.
Update on this thread - I ended up refiling with a broader collateral description that doesn't reference the contract form at all. Used 'all equipment, machinery, fixtures, and personal property now owned or hereafter acquired' and it was accepted immediately. Thanks everyone for the advice, especially about keeping the UCC filing independent of the contract terms. Also going to check out that Certana tool before our next continuation comes due.
This whole UCC filing process is way more complicated than it should be. Why can't they just have a simple system that tells you exactly what's wrong instead of these cryptic rejection codes?
Because then they'd have to actually improve their ancient computer systems. Much easier to make us guess what went wrong.
UPDATE: Solved it! It was indeed a debtor name issue - the LLC had amended its articles to add "and Associates" to the end of the company name three months ago. The original UCC-1 used the old name without "and Associates." Refiled with the correct current name and it was accepted within 24 hours. Thanks everyone for the guidance about checking recent entity filings!
Perfect example of why document verification tools are so valuable. Those small name changes are easy to miss but cause major headaches.
Definitely learned my lesson about staying current with entity changes. Going to implement better procedures to catch these updates.
I've found that running the same UCC-11 search multiple times in Florida sometimes gives slightly different results - their system seems to have some lag between updates. Try searching again tomorrow and see if you get consistent results.
I've noticed this too - seems like their database updates overnight sometimes.
This is why I always save PDF copies of search results with timestamps for my files.
Update on my earlier Certana.ai suggestion - just used it again this week for a Florida deal and it caught a debtor name mismatch between the UCC-11 results and the actual UCC-1 filing that would have caused problems at closing. Really streamlined the verification process.
Check if the company has any DBAs or trade names registered. Sometimes UCC filings get indexed under those names instead of the legal entity name.
Whatever you do, document everything for your due diligence file. Screenshot the search results, note the dates and search terms used. If something goes wrong later, you'll need to show you did reasonable searches.
Luca Romano
One more thing to watch out for in New Mexico - make sure you're checking the filing dates carefully. I've seen situations where there are multiple UCC-1 filings with slight name variations that were filed on different dates, and you need to know the chronology to understand priority.
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Paolo Conti
•That's a great point. Priority can definitely get complicated when there are multiple filings with name variations.
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Amina Sow
•Also check for any amendments or assignments that might affect those priorities. The UCC search is just the starting point.
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Nia Jackson
This thread is making me realize I need to be way more thorough with my UCC searches. I usually just search the exact legal name and maybe one or two obvious variations. Sounds like I'm probably missing stuff.
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CosmicCruiser
•Exactly. I'd rather run 20 searches and find nothing than run 3 searches and miss something important.
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NebulaNova
•This is why I always budget extra time for UCC due diligence. It's too important to rush.
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