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The silver lining is that if you're going to refile anyway, this is a good opportunity to clean up any issues with the original UCC-1. Update debtor names, clarify collateral descriptions, fix any address changes, etc.
Bottom line - check the database status immediately, assume you need to refile, and get started on new documentation. With $180K at stake, this isn't something to delay or second-guess. Even if there's a 1% chance your continuation is still valid, treat it like it's lapsed and proceed accordingly.
Smart approach. Better to over-file than under-file when it comes to UCC perfection.
Set up multiple reminder systems this time - calendar alerts, legal management software, whatever it takes to avoid this situation again.
Just a heads up - some states have moved to electronic filing only and the systems can be really particular about formatting. Make sure you're using their current forms and requirements, not something you downloaded months ago.
Yeah, I learned that lesson the hard way when my filing got rejected for using an outdated form version.
This is another thing Certana's tool helped with - it flagged that I was using an old form template and directed me to the current one.
Thanks everyone for all the advice! This has been super helpful. I'm going to pull the official corporate records first, then double-check everything before submitting. Better to spend extra time upfront than deal with rejections and potential lien priority issues later.
Don't forget to check if there were any amendments filed on the original UCC-1. Sometimes collateral gets added or debtor names change, and you need to reference the most current information, not just what was on the original filing.
Most SOS search systems will show you the complete chain of filings when you look up the original number.
Just get it done ASAP. The borrower paid off their debt and deserves to have their credit cleared. File the UCC-3 termination today if possible - it's really not that complicated once you have all the right information from the original filing.
Honestly this thread is making me realize I should probably have a lawyer review my security agreement. There are so many details that could cause problems later. Better safe than sorry on a $180K transaction.
That's probably smart for a transaction this size. A lawyer can spot issues you might miss and help negotiate better terms.
Yeah, false economy to skip legal review on something this important to my business.
Thanks everyone for all the detailed responses! This gives me a much better understanding of what to look for in the security agreement. I feel more confident about reviewing the documents now and know what questions to ask the lender. Really appreciate this community.
Glad we could help! Feel free to post any other questions that come up during your review.
Ella Cofer
For SC specifically, make sure you understand their continuation requirements too. I know you're doing a search not a filing, but it's worth knowing that SC requires continuations to be filed within 6 months before the 5-year anniversary. Some of the UCC-1s you find might be close to lapsing.
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Ella Cofer
•Depends on your transaction structure. If you're taking a senior position you might not care if junior liens lapse, but if there's any question about priority you'll want to factor that into your risk analysis.
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Finnegan Gunn
•Also worth noting that a lien that lapses and then gets revived through a late continuation can affect priority in some situations. Something to discuss with your client if you find any close calls.
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Kevin Bell
Quick question - are you also checking federal tax liens and state tax liens? Those don't always show up in UCC searches but can definitely affect your deal. SC has separate databases for those.
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Jasmine Hernandez
•Good catch, I was planning to do that separately but you're right that it's important for the overall lien picture. Do you know if SC's tax lien searches are online too?
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Kevin Bell
•Federal tax liens you have to check with the IRS, but SC state tax liens should be searchable through their Department of Revenue. I think there might be a fee but it's not too expensive.
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