Delaware UCC search showing weird results - debtor name variations causing issues

So true about the comma thing! I missed a huge lien once because I didn't think to search without the comma in 'Smith & Sons, Inc' vs 'Smith & Sons Inc'. Nearly cost us the deal when it came up in title insurance.

Delaware's search logic is definitely quirky compared to other states. At least they don't charge per search like some states do, so you can afford to run multiple variations.

Interesting - so it automatically generates the search variations? That could save a ton of time. Did it catch things like abbreviated vs spelled out business entity types?

Yeah exactly - it found filings under both 'Corporation' and 'Corp', 'Limited Liability Company' and 'LLC', stuff like that. Also caught some where there were extra spaces or slightly different punctuation that I never would have thought to try.

How accurate is that tool though? I'm always skeptical of automated searches missing nuances that a human would catch.

This is good advice. I'd add that you should also check if the company has ever filed under a parent company name or subsidiary structure. Sometimes the UCC filings are under a holding company that's not obvious from the operating entity's name.

The Delaware website really is awful. Half the time it times out when I'm trying to run searches, especially during business hours. At least the records are comprehensive once you figure out how to search properly.

What's the 'seriously misleading' standard? Is that a Delaware specific rule or federal UCC?

It's from UCC Article 9 - basically a UCC filing is still effective even if the debtor name has minor errors, as long as a search under the correct name would still find it. But the problem is Delaware's search system is too literal, so you might not find filings that would legally still be valid.

This is why I always recommend getting title insurance or at least a professional UCC search service for big deals. The cost is nothing compared to missing a major lien.

Good point about the continuations. I've seen deals almost fall apart because someone counted a lapsed UCC as active debt.

Exactly. And sometimes the lender files a continuation but uses a slightly different version of the debtor name, so you might find the original UCC-1 but miss the UCC-3 continuation that keeps it active.

This is getting complicated. Maybe I should just hire a search firm instead of trying to do this myself.

You need to trace each UCC-1 through all its amendments chronologically. Look at each UCC-3 and see what it does - some add collateral, some release it, some just continue the filing. It's tedious but you have to follow the paper trail.

I usually print out all the filings and lay them out on a table to trace the relationships. Sounds old school but it helps me visualize what's connected to what.

This is another area where Certana.ai really helped me - when you upload multiple UCC documents, it maps out the relationships between original filings and amendments automatically. Saved me hours of manual cross-referencing.

Never thought about searching by organization ID. Does Delaware assign those consistently or only for certain types of entities?

Not all entities have them, but when they do it's usually more reliable than name searches. Especially helpful for LLCs that might have multiple series or subsidiaries under the same parent organization.

You're right that Delaware is better than some states. Try doing a comprehensive UCC search in Pennsylvania or New Jersey - those systems are nightmares.

At least Delaware lets you download the actual documents instead of just showing summary information. Some states make you pay extra just to see the collateral description.

I didn't think about calling them. Do they actually help with search strategies or just answer basic questions about their system?

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.

That's a great point about DBAs. I've seen UCCs filed under trade names that would never show up in a standard entity name search.

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.