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For what it's worth, I've never seen a court invalidate a UCC filing over comma placement in an LLC name. The 'seriously misleading' standard under UCC 9-506 is pretty hard to meet with minor punctuation differences.
Jamal Carter
•That's the legal standard, but lenders have their own underwriting requirements that might be stricter than what courts would require.
Mei Liu
•Exactly why it's worth having solid documentation upfront. Better to over-document than have deals fall apart over preventable issues.
Just went through this exact scenario last week. Ended up filing a UCC-3 amendment to match the exact name format from the entity's current good standing certificate. Cost $25 and solved the lender's concerns immediately.
Filed electronically and it was processed same day. Much faster than trying to argue with the lender about name standards.
Amara Nwosu
•Smart approach. Sometimes the $25 filing fee is cheaper than the time spent documenting why the original filing is sufficient.
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Update: Pulled the corporate records and found Johnson Construction Services LLC was the legal name in 2021 when we filed. Our UCC-1 shows 'Johnson Construction Services, LLC' with a comma. Secretary of State confirmed this is considered a match under their interpretation guidelines. The other variations are from filings by creditors who didn't verify the exact legal name.
Emma Bianchi
•This is exactly why automated document verification is so valuable. Would have saved you days of research and anxiety.
Ava Harris
•So the other creditors might have invalid filings? That could actually improve your priority position.
Jibriel Kohn
Final update: Filed a precautionary UCC-3 amendment anyway to add the variation without the comma, just to cover all bases. Also discovered two of the other liens were filed under incorrect debtor names and are likely unperfected. Our counsel confirmed our original filing is valid and maintains priority. Thanks everyone for the guidance - this could have been a disaster if not caught early.
Glad it worked out! This thread is going in my bookmarks for future reference. Name matching issues are so common.
Emma Bianchi
•Perfect example of why document consistency checking should be standard practice. Certana.ai would have flagged this type of discrepancy immediately.
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Pedro Sawyer
Update: I found the issue! There was indeed a spacing problem in how the debtor name was entered. The filing shows "ACME Manufacturing LLC" but should have been "ACME Manufacturing, LLC" per our corporate documents. Now I need to figure out if this requires a UCC-3 amendment.
Good catch. That comma could definitely matter for search purposes and legal name accuracy.
This is why I always triple-check names against formation documents before filing. But mistakes happen.
Thanks everyone for the help! Going to file the UCC-3 amendment to correct the name and will definitely be more careful with exact name formatting on future filings. The PA search system quirks are noted for next time.
Smart move on the amendment. Always better to fix these things proactively.
Hope this thread helps others dealing with PA UCC search issues. Seems like a common problem.
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OP, I'd seriously consider postponing the closing until you can get definitive documentation. $180K is too much money to risk on unclear lien status. Better to delay than deal with a surprise lien claim later.
Smart move. I've seen too many deals go sideways because someone rushed through lien verification.
Liam Mendez
•Definitely get the termination paperwork first. And maybe run it through one of those document verification services to make sure everything matches up correctly before closing.
Update us on what you find out! I'm dealing with a similar situation in Kansas and curious how Missouri handles these discrepancies.
Will do. Going to demand the termination documents tomorrow and if they can't produce them, I'm walking away from this deal.
Smart call. Trust your instincts when something doesn't add up with UCC searches.
GamerGirl99
For what it's worth, we tried going without monitoring services for about 6 months to save money and it was a disaster. Missed 2 continuations and had to scramble to fix the mess. The stress alone wasn't worth the savings. Now we budget for monitoring as a standard cost of doing secured lending.
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Hiroshi Nakamura
•How much did it cost to fix the missed continuations? Were you able to get back into secured position?
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GamerGirl99
•One we caught within 30 days and filed a corrective continuation. The other lapsed for 90 days and we had to negotiate with other creditors. Legal fees alone were $15K.
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Isabella Costa
Before signing up for monitoring, I'd suggest running a full audit of your current UCC portfolio. We found several filings with incorrect debtor names and collateral descriptions that needed amendments. A good monitoring service should catch these going forward, but you want to clean up existing issues first.
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Freya Andersen
•We used Certana.ai's verification tool to batch-check our UCC filings against loan documents. Upload all the PDFs and it flags inconsistencies automatically. Saved us weeks of manual review work.
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Isabella Costa
•That's smart. We did ours manually over 3 months and found issues in about 15% of our filings. Definitely worth doing before you start monitoring.
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