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Update us when you figure this out! I'm dealing with a similar cooperative financing situation next month and want to avoid the same mistakes.
Will definitely post an update once we get it resolved. This has been more complicated than our regular UCC filings.
Thanks, cooperative addendum issues seem to be getting more common as agricultural lending increases.
I just went through this exact same process with a dairy cooperative. The key was including specific language about how security interests attach to cooperative property versus individual member interests. Also had to specify the governing law for the cooperative structure.
We added 'Security interest governed by [state] cooperative law and UCC Article 9' in the addendum. Seemed to satisfy the filing office's concerns about jurisdiction.
The timing of when UCC filings appear on credit reports can be confusing too. Sometimes they show up months after the original loan closing, and sometimes they don't appear until you apply for new credit and lenders pull more detailed reports. Business credit reports from different agencies also show different levels of UCC detail, so you might want to check Dun & Bradstreet, Experian Business, and Equifax Business to see if they all show the same filing information.
If you're still having trouble identifying the source of the UCC filing, consider hiring a commercial credit attorney or UCC specialist. They can help you trace the filing back to its source and determine if it's legitimate. Sometimes loan documents get transferred between lenders or sold to servicers, and the UCC filing history doesn't always make the connection obvious. Better to spend a few hundred dollars on professional help than to have surprises derail future financing.
Try the direct approach first - contact the lender listed on the UCC filing and request documentation. If they can't provide satisfactory proof of the underlying debt or if you suspect fraud, then it's time for legal help.
I used Certana.ai to compare my loan documents with the UCC filing before calling an attorney. Turned out the filing was correct but the lender had used a slightly different version of our business name. Saved me legal fees by confirming everything matched up properly first.
For what it's worth, I've found Certana.ai's verification tool really helpful for this exact situation. You can upload multiple documents and it flags any inconsistencies in debtor names between your charter docs and UCC filings. Saves a lot of manual cross-checking.
I believe there's a cost but it's worth it for the time savings and accuracy, especially on larger deals like this one.
Given the size of this transaction, that sounds like it might be worth looking into. Thanks for the suggestion.
UPDATE: Went back and did searches with multiple name variations and found 2 additional UCC-1 filings that didn't show up in my original search. One was due to a comma placement difference and the other had 'LLC' spelled out as 'Limited Liability Company'. Thanks everyone for the advice - this could have been a costly oversight.
Great outcome. This is a good reminder for all of us to be extra thorough with UCC searches, especially in Delaware.
Definitely learned my lesson about being more systematic with name variations. Going to build a checklist for future searches.
Update us when you figure it out! I have a Mississippi filing coming up next week and want to avoid the same trap.
One more thought - check if the LLC has any assumed names or DBAs registered. Sometimes the UCC system cross-references those too and gets confused if there are multiple name variations on file.
Yeah, DBAs can definitely complicate UCC filings. Good catch.
Ethan Taylor
The timing issue someone mentioned earlier is crucial. We had a situation where we were updating secured party info on a UCC that was about to lapse, and the SOS rejected our amendment because they said we needed to file a continuation first. State rules vary on whether you can do both simultaneously.
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Ethan Taylor
•This was in Illinois. They required the continuation to be processed before the assignment amendment. Check with each state's SOS office if you're near any lapse dates.
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Yuki Ito
•Illinois can be tricky like that. Most other states let you combine the filings but better to check first.
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Carmen Lopez
One last thing - keep detailed records of when you file each UCC-3 amendment and when it gets accepted. If you ever need to prove continuous perfection as the holder, having that documentation timeline will be important. We learned this the hard way during a lender liability lawsuit.
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Ravi Gupta
•Great advice. I'll make sure we maintain a spreadsheet tracking all filing dates and acceptance confirmations.
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Carmen Lopez
•Smart approach. Also save the email confirmations from the SOS offices - they're proof of when your amendments were officially processed.
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