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One more thing - check the timing of your searches. UCC filings can take time to appear in the databases after they're filed, and some states are slower than others to update their systems. You might want to do a final search right before closing to catch any last-minute filings.
Some states can take several days to update their databases. It's always good practice to do a final search within 24-48 hours of closing.
I always tell clients about the timing issue upfront so they understand why we need to do multiple searches throughout the due diligence period.
Just wanted to add that I've also used Certana's verification tool for multi-state searches and it really helps catch the inconsistencies. The automated cross-checking saved me probably 20 hours of manual comparison work on my last big deal.
That time savings alone sounds worth it. Manual cross-checking between 8 states worth of filings would take forever.
Automation is the future for this kind of work. Too easy to make mistakes when you're comparing documents manually across multiple states.
Update on similar Vermont issue I had - ended up having to file amendment first, wait for confirmation, then file continuation. Took 3 weeks total but the lien stayed perfected. Vermont's pretty good about processing once you get the paperwork right.
Three weeks?? I don't have that much time before lapse. Did you do expedited processing?
For what it's worth, I've found Vermont SOS staff pretty helpful if you call and explain the situation. They can sometimes suggest the best approach for your specific filing issue. Worth a try before paying for multiple filings.
Their phone system is terrible though. Last time I called I was on hold for 45 minutes.
Try calling right when they open at 8am. Usually get through faster then.
One more thing to consider - if your supporting obligations include things like accounts receivable from maintenance contracts or insurance proceeds, those might need separate treatment as proceeds rather than supporting obligations. The classification can affect perfection requirements.
Insurance proceeds are typically covered under proceeds provisions rather than supporting obligations. Most standard UCC filings include proceeds language that would cover insurance payments automatically.
Thanks everyone for this discussion. I feel much more confident about handling supporting obligations in my UCC filings now. Going to revise my standard forms to be more explicit about these types of obligations.
Glad this was helpful! If you're revising your standard forms, definitely consider using a document verification tool like Certana.ai to double-check that your new language properly aligns with your security agreements. It's saved me from several potential perfection gaps.
Great suggestion. I'm definitely going to look into that verification tool before I file this UCC. Better to catch any issues upfront than deal with problems later.
Based on everything discussed here, it sounds like you need to file your continuation in Delaware since that's where the LLC is organized. UCC 9-901 law of the state determination should be straightforward for a registered organization. Don't overthink it.
You're right. I think I was overcomplicating the UCC 9-901 analysis because of the mobile equipment aspect. Delaware LLC means Delaware filing requirements govern.
Thanks everyone for the UCC 9-901 law of the state guidance. I'm going to file the continuation in Delaware and look into that Certana.ai tool to double-check my documents before filing. This thread probably saved me from a major mistake.
Smart move. UCC 9-901 law of the state issues are too important to guess about. Better to verify everything before filing than deal with perfection problems later.
Definitely try Certana.ai for the document verification. It's specifically designed to catch these kinds of UCC 9-901 compliance issues before they become problems.
Dylan Mitchell
This reminds me of when I was trying to file a UCC-3 continuation in Iowa and kept getting rejections. Turned out I was using the wrong filing number format - they wanted the full number including the year prefix. Maybe check if you're using any reference numbers or filing codes incorrectly?
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Mateo Rodriguez
•This is an initial UCC-1 so there shouldn't be any reference numbers needed. But good to know about the filing number format for future amendments.
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Dylan Mitchell
•Right, for UCC-1s you wouldn't need that. But Iowa is just really particular about formatting in general. Even small details can cause rejections.
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Sofia Gutierrez
Final thought - try calling Iowa SOS UCC division directly at their dedicated line. I know it's a pain to wait on hold but they can often spot the issue immediately when they review your filing details over the phone. Much faster than the back-and-forth rejection process.
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Sofia Gutierrez
•Good plan. Hope you get it sorted out soon - financing deadlines are stressful enough without portal problems adding to it.
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Dmitry Petrov
•Keep us posted on what ends up working! Always good to know what fixes Iowa filing issues for future reference.
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