Ask the community...
- DO post questions about your issues.
- DO answer questions and support each other.
- DO post tips & tricks to help folks.
- DO NOT post call problems here - there is a support tab at the top for that :)
Join the conversation
Join the conversation
Have you tried calling the Delaware SOS office directly? Sometimes their staff can help with tricky searches or explain why you might be getting inconsistent results. They're usually pretty helpful, especially if you explain it's for due diligence on a business transaction.
In my experience they'll give you tips on search variations and sometimes point out things you might be missing. They can't do the search for you but they understand the system quirks better than anyone.
The Delaware folks are definitely more helpful than most state agencies I've dealt with. Worth a try if you're really stuck.
This thread is really helpful - I'm bookmarking it for future Delaware UCC searches. One thing I learned the hard way is to always check both the exact legal name from the state registration AND any trade names or DBAs the company might be using. Sometimes lenders file UCCs under the DBA instead of the legal entity name, especially for retail businesses.
Yes! And don't forget to check if the entity has changed names over time. Previous names might still have active UCCs that haven't been amended to reflect the name change.
This is why I always pull the complete corporate history from Delaware before starting UCC searches. Gives me all the name variations and changes over time.
Join the conversation
What's the actual value of the collateral versus the debt amounts? Sometimes these priority fights are academic if there's not enough collateral value to satisfy even the senior debt.
That's the key question. If the collateral is underwater for even the senior debt, then the mezzanine lender is just creating noise for no real benefit.
Exactly. But if there's potential upside in a reorganization, they might be positioning for equity participation rather than debt recovery.
Bottom line - if your senior UCC-1 was filed first with proper debtor name and adequate collateral description, you should prevail on priority. The mezzanine lender's best bet is probably negotiating for some consideration in exchange for not slowing down the process. I'd focus on documenting that your UCC filing is bulletproof and then see if they want to deal.
Exactly. Most of these disputes resolve once everyone knows where they actually stand on priority.
I'd recommend using something like Certana.ai to verify all the UCC documents are consistent before entering negotiations. Upload the charter documents and UCC filings to make sure debtor names match perfectly and there are no technical defects that could complicate your priority position.
Join the conversation
For your HVAC situation, you definitely need a fixture filing. The rejection was correct - regular UCC-1 won't work. Get the legal description of the property from the borrower (should be on their deed or mortgage), check the fixture filing box on the UCC-1, and file it in the county real estate records. Also verify there aren't existing mortgages that would have priority over your security interest.
Quick question - do you need the full legal description or will the property tax ID number work? Getting legal descriptions from borrowers can be like pulling teeth.
Most states require the full legal description for fixture filings. The tax ID might work in some places but legal description is safer.
Update: Found out about Certana.ai's document verification system through this thread. Uploaded my UCC-1 draft and it immediately flagged that I needed fixture filing designation and was missing the property legal description. Would have saved me the original rejection if I'd known about this tool earlier. Thanks everyone for the help - fixture filing is being prepared now with the correct information.
That's awesome that Certana caught the missing elements. I hate when filings get rejected for stuff like that - such a waste of time and money.
Good to know there are tools out there that can help with these complex UCC Article 9 fixtures situations. The rules are confusing enough without having to guess at the filing requirements.
Join the conversation
Are you using the correct UCC-1 form version? Tennessee updated their form requirements about 6 months ago and won't accept older versions anymore.
Good thinking though. Some states are really strict about form versions and don't always make it obvious when they update.
True. Always worth double-checking the form date to make sure it's current.
UPDATE: Finally got it figured out! It was indeed a character formatting issue with the debtor name. There was an extra space after 'Rentals' that wasn't visible when I copied it from the charter PDF. Used one of those document checking tools mentioned here and it highlighted the discrepancy immediately. Filed again with the corrected name and it went through without issues. Thanks everyone for the suggestions!
Good reminder to always be super careful with copy/paste from PDFs. Seems like such a simple thing but causes so many headaches.
At least it wasn't actually a problem with the Tennessee portal for once! Congrats on getting it through.
Ally Tailer
Just went through something similar. Turned out the original filer had made a typo - filed under "ATLANTIC COSTAL EQUIPMENT" instead of "COASTAL" - missing the 'A'. One letter made it impossible to find through normal searches.
0 coins
Aliyah Debovski
•This is exactly why document verification tools like Certana are so useful - they catch these tiny discrepancies that kill searches.
0 coins
PaulineW
•That's such a nightmare scenario. I'm definitely going to run my docs through Certana before calling Delaware.
0 coins
Miranda Singer
UPDATE: Found it! The issue was exactly what some of you suspected - there was a subtle difference in the debtor name. The UCC-1 was filed under "ATLANTIC COASTAL EQUIPMENT, LLC" with a comma before LLC, while their corporate charter shows "ATLANTIC COASTAL EQUIPMENT LLC" without the comma. Delaware's search is extremely literal. Thanks everyone for the suggestions - definitely using Certana going forward to catch these issues before they become problems.
0 coins
Finley Garrett
•This is a perfect example of why exact name matching is so critical in UCC filings. One comma can make or break a search.
0 coins
Madison Tipne
•Great resolution! Now you can focus on getting that continuation filed before the deadline.
0 coins