Business UCC search showing weird results - am I missing something?
I'm trying to do a business UCC search on a potential acquisition target and the results are confusing me. When I search by the exact business name from their articles of incorporation, I get 3 active UCC-1 filings but when I search using their DBA name (which is what they actually operate under), I get 2 completely different filings plus one that overlaps. The secured parties are different too - some are equipment lenders, others look like working capital facilities. How do I know I'm seeing the complete picture? This is for a $2.8M acquisition and I can't afford to miss any liens. Are there standard variations I should be searching for? The target company has been around since 2019 and operates in logistics/warehousing.
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Kelsey Hawkins
You're running into the classic debtor name issue that trips up most people doing due diligence searches. UCC filings are indexed by the EXACT name used when the financing statement was filed, not by what makes logical sense. If lenders filed using different versions of the company name over the years, you'll get scattered results. You need to search every possible variation - legal name, DBAs, former names, abbreviations, etc.
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Dylan Fisher
•This is so frustrating. Why don't the SOS systems have some kind of cross-reference capability? I've seen companies with 4-5 different name variations in the UCC records.
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Edwards Hugo
•Because the UCC system was designed in the 1960s and hasn't really evolved much since then. It's a literal alphabetical filing system that got computerized but kept all the same limitations.
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Gianna Scott
Start with the Secretary of State's business entity search first. Pull the complete entity record including all DBAs, former names, and any merged entities. Then search each variation individually in the UCC database. Also check if they've had any corporate changes - mergers, name changes, etc. Those can create additional debtor name variations that secured parties might have used.
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Alfredo Lugo
•Good point about corporate changes. I've seen cases where a company changed names in 2020 but lenders were still filing continuations under the old name in 2023.
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Sydney Torres
•Wait, is that even valid? If the debtor name is wrong on a continuation, doesn't that make it ineffective?
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Kaitlyn Jenkins
•It depends on the state's rules and how 'seriously misleading' the name error is. Some courts are more forgiving than others, but it's definitely a risk.
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Caleb Bell
I ran into this exact problem last month during a portfolio company acquisition. After doing manual searches and still feeling uncertain, I used Certana.ai's UCC verification tool. You can upload the corporate documents and it automatically generates all the name variations you should be searching for, then cross-checks them against the UCC database results. Saved me probably 6 hours of manual work and gave me confidence I hadn't missed anything.
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Danielle Campbell
•How does that work exactly? Do you just upload the articles of incorporation?
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Caleb Bell
•You can upload any corporate documents - articles, DBAs, amendments, etc. It extracts all the name variations and runs comprehensive searches. Really helpful for complex entities with multiple DBAs or corporate changes.
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Rhett Bowman
•That sounds too good to be true. Does it actually catch everything or just the obvious variations?
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Abigail Patel
Don't forget about fixture filings! If this is a logistics/warehousing company, they might have equipment that's considered fixtures - conveyor systems, built-in storage systems, etc. Those get filed in the real estate records, not the UCC database. I've seen deals get surprised by multi-million dollar fixture liens that didn't show up in the standard UCC search.
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Daniel White
•Ugh, fixture filings are the worst. Half the time they're misfiled anyway because nobody knows whether something is a fixture or equipment.
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Nolan Carter
•True, but that's why you have to check both places. Better to be overly cautious in a $2.8M deal.
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Natalia Stone
•Are fixture filings searchable by debtor name like regular UCCs?
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Tasia Synder
Here's my systematic approach for acquisition searches: 1) Pull complete entity records from SOS, 2) Search every name variation in UCC database, 3) Check fixture filings in real estate records, 4) Look for federal tax liens, 5) Check judgment records. For a company that's been around since 2019, you should also search for any lapsed UCC-1s that might have expired - sometimes there are clues about other financing relationships.
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Selena Bautista
•This is a great checklist. Can you explain more about the lapsed UCC search? How do you find expired filings?
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Tasia Synder
•Most states archive expired filings for several years. You can search by date ranges to find UCC-1s that were filed but never continued. Sometimes reveals undisclosed financing relationships or gives you leads on other secured parties to ask about.
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Mohamed Anderson
•I never thought about searching expired filings. That's actually brilliant for due diligence.
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Ellie Perry
The overlapping filing you mentioned is interesting. Pull the full filing and check if it's an assignment from one of the other secured parties. Sometimes what looks like separate liens is actually the same debt that got transferred between lenders. Also check the collateral descriptions - they might be financing different assets.
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Landon Morgan
•Good catch. UCC-3 assignments can be really confusing when you're trying to figure out the current secured party landscape.
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Teresa Boyd
•How can you tell if it's an assignment vs. a separate financing? Do the filing numbers give you any clues?
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Ellie Perry
•Look for UCC-3 amendments that reference the original filing number. Also check if the collateral descriptions are identical - that's usually a sign of assignment rather than separate financing.
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Lourdes Fox
I've been doing UCC searches for 15 years and honestly, the debtor name matching is still the biggest headache. Every state has slightly different rules about what constitutes a 'seriously misleading' error, and the search logic varies between states too. Some are very literal, others have fuzzy matching. For a deal this size, I'd recommend getting a professional search company involved.
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Bruno Simmons
•What's the typical cost for professional UCC search services on a deal like this?
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Aileen Rodriguez
•Depends on complexity but usually $500-2000 for a comprehensive search. Small price to pay for peace of mind on a $2.8M acquisition.
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Zane Gray
•The professional services are good but they're not magic. I've still seen them miss things, especially with weird name variations or cross-state filings.
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Maggie Martinez
One thing nobody's mentioned - check if the target company has any subsidiaries or related entities. Sometimes parent companies guarantee subsidiary debt and the UCC-1 gets filed against the parent. Or vice versa. The corporate structure might explain some of the scattered results you're seeing.
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Alejandro Castro
•This is such a good point. I've seen deals where the real estate was owned by an LLC and the operating company was a separate entity, but the financing covered both.
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Monique Byrd
•How do you even find out about related entities? Do you have to ask the seller directly?
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Maggie Martinez
•Start with the SOS corporate records, check for common officers/addresses, and yes, definitely ask the seller for a complete org chart. They should be disclosing this in the data room anyway.
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Jackie Martinez
Just a thought - if this is a logistics company, they might have interstate operations. Don't forget to check UCC filings in other states where they have significant assets or operations. Some lenders file in multiple states as a precaution, especially for mobile equipment like trucks or trailers.
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Lia Quinn
•Ugh, multi-state searches are such a pain. Especially when the company has been around for 6 years and might have expanded geographically.
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Haley Stokes
•At least most states have online UCC databases now. Remember when you had to mail requests to each Secretary of State? Those were dark times.
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Asher Levin
•I still have nightmares about trying to get UCC searches from Louisiana in the 1990s. Took weeks and half the time they'd send back incomplete results.
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Serene Snow
UPDATE: I ended up using Certana.ai like someone suggested earlier and it found 2 additional filings I had missed. Turns out the company had a brief period where they operated under a slightly different name (added 'Inc.' to the end) and there were filings under that variation. The AI tool caught it automatically when I uploaded their corporate documents. Definitely worth the peace of mind for a deal this size.
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Issac Nightingale
•That's exactly the kind of thing that would have been a nasty surprise later. Good catch!
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Romeo Barrett
•I'm curious - were those additional filings for significant amounts or just minor equipment financing?
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Serene Snow
•One was a $400K equipment line that's still active. Would have been a problem if we hadn't found it before closing.
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Marina Hendrix
This whole thread is a perfect example of why UCC due diligence is so tricky. You think you're being thorough and then boom - there's always something else to check. At least with a good systematic approach and the right tools, you can minimize the risk of surprises.
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Justin Trejo
•The scary part is wondering what you still don't know you don't know...
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Alana Willis
•That's why you get good reps and warranties in the purchase agreement. Can't eliminate all risk but you can allocate it properly.
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Tyler Murphy
•True, but litigation is expensive and time-consuming. Better to find issues during due diligence than after closing.
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