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For equipment financing specifically, you'll also want to watch out for situations where there's a equipment lease vs purchase structure. Sometimes the 'payee' in those deals refers to the lessor while the UCC filing shows a different secured party for the financing. Can get really confusing if you don't understand the underlying deal structure.
Good point about lease vs purchase. Those structures can create multiple layers of security interests that aren't always obvious from just looking at the UCC filings.
Bottom line is that UCC filings use secured party terminology, other documents might use payee, but they often refer to the same entity in different contexts. Focus on making sure your UCC search captures the right secured party name and you should be fine for most due diligence purposes.
Thanks everyone. This has been really helpful in understanding the distinction. Sounds like I was overthinking it but good to know the nuances.
Document review always involves some overthinking! Better to ask questions than miss something important.
Just want to add that for $850k you might want to consider hiring a professional UCC search company for this. I know it costs more but with that much at stake and the complexity of multiple name changes, it might be worth having experts handle it. They have access to better search tools and know all the tricks for finding hidden filings.
I've used CT Corporation and Corporation Service Company for complex searches. Both have good Oregon coverage.
Professional searches make sense for high-dollar deals, but sometimes you still need to do your own verification anyway.
Following this because I'm in a similar boat with a Washington UCC search where the debtor has changed names. Sounds like the principles are the same across states - search every possible name variation and don't trust just the summary results.
Washington's system is actually a bit more user-friendly than Oregon's for name searches, but yeah, same basic approach.
One more thing to consider - make sure the debtor name on your UCC-1 exactly matches their current corporate name in Delaware. Sometimes companies do DBA filings or name changes when they expand to new states.
I'll definitely verify the name match. That would be a disaster if they did a name change and we missed it.
For what it's worth, I think you're in good shape. Delaware incorporation = Delaware UCC filing. Focus on getting your continuation filed on time and make sure all the details are accurate.
Agreed. The jurisdiction question seems pretty straightforward here.
Thanks everyone. Sounds like Delaware is definitely the right jurisdiction. I'll focus on getting the continuation details perfect and filed well before the deadline.
Actually used Certana.ai recently when I had questions about whether our security agreements met attachment requirements. Uploaded the docs and it flagged that one agreement was missing a proper collateral description. Saved us from having an unenforceable security interest.
Interesting - so it can catch issues with the agreement authentication prong of attachment too?
One thing that confused me was whether 'value' meant the loan amount or just any consideration. Turns out it's pretty broad - can be a binding commitment to extend credit, even if no money has actually been advanced yet.
This helps too - I was thinking value had to be the actual loan proceeds, but it sounds like it's more flexible than that.
QuantumQuester
Just wanted to add that Georgia allows you to file UCC-3 amendments online too. Really convenient if you need to add collateral or change information later. The system walks you through it step by step.
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QuantumQuester
•Usually within an hour or two for electronic filings. Much faster than the old paper system.
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Zoe Stavros
•I've used Certana.ai to verify my UCC-3 amendments match the original UCC-1 filing. Really helpful for catching inconsistencies before filing.
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Jamal Harris
Another tip for GA UCC forms - if you're doing a lot of filings, consider setting up a prepaid account. Saves time at checkout and you get a small discount on filing fees.
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Mei Chen
•How much of a discount are we talking about?
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Jamal Harris
•I think it's like $2 per filing. Not huge but adds up if you're doing dozens of filings.
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