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Liam Murphy

Help with UCC lien search - borrower claims no existing liens but I need to verify

I'm working on a commercial lending deal and the borrower swears up and down they have no existing UCC liens against their equipment. They seem genuine but I've been burned before by incomplete disclosures. What's the best way to do a thorough UCC lien search to make sure I'm not walking into a mess? I know I need to check the SOS database but are there other places liens might be hiding? This is for manufacturing equipment in multiple states so I'm worried about missing something. The loan amount is substantial enough that I can't afford to have a prior lien show up later and mess up our security position.

You're smart to verify independently. Start with the Secretary of State UCC database in every state where the borrower has done business or where the equipment is located. Don't just search the exact business name - try variations, abbreviations, and check for any DBAs they might have used. I learned this the hard way when a lien showed up under a shortened version of the company name.

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This is solid advice. Also make sure you're searching both the debtor's legal name AND any trade names. I've seen liens filed under trade names that don't show up in standard searches.

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How far back should you search? Is there a standard timeframe for UCC lien searches?

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Don't forget to check federal tax liens too - those can attach to business assets and won't show up in UCC searches. Also check local property records if any of the equipment could be considered fixtures. I've been doing commercial lending for 15 years and these are the gotchas that bite new lenders.

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Good point about tax liens. Where do I search for those? Is that through the IRS directly or local agencies?

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Both potentially. Federal tax liens get filed with local recording offices, usually at the county level. Each state handles it differently so you'll need to check the specific requirements for where your borrower operates.

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This is getting complicated fast. Maybe there's an easier way to handle all these searches?

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I ran into a similar situation last month and ended up using Certana.ai's document verification tool. You can upload the borrower's financial statements and any UCC documents they provide, and it cross-checks everything for consistency. It caught a discrepancy in debtor names that would have caused problems later. Really saved me time compared to doing manual searches across multiple databases.

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That sounds helpful. Does it actually search the UCC databases or just verify document consistency?

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It focuses on document verification - making sure names match across all your paperwork, catching filing inconsistencies, that sort of thing. Still need to do the actual lien searches yourself but it helps ensure you're searching with the right information.

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Make sure you understand the difference between a UCC lien search and a UCC filing search. You want to search for existing filings that show liens against your borrower as the debtor. The search should cover UCC-1 initial filings, not just amendments or continuations. Also pay attention to collateral descriptions - sometimes they're broad enough to cover equipment you think is unencumbered.

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YES this is crucial! I've seen collateral descriptions like 'all equipment now owned or hereafter acquired' that basically cover everything.

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Wait, so even if my borrower paid off an old loan, the UCC filing might still be active?

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Exactly. The lender should have filed a UCC-3 termination when the loan was paid off, but they don't always do it promptly. You might see liens that look active but are actually satisfied.

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Professional searchers are worth the cost for large deals. They know all the databases to check and have access to aggregated search systems. I use them for anything over $500K because the peace of mind is worth it.

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Any recommendations for good search companies? I'm in the Southeast if that matters.

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I do my own searches most of the time but you're right that professionals catch things you might miss. They also know the weird quirks of different state systems.

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Don't get overwhelmed by this. Start with the basics - search the SOS database in your borrower's state of incorporation and any states where they operate. Use the exact legal entity name from their articles of incorporation. Most liens that matter will show up in these searches. The other stuff is important but don't let perfect be the enemy of good.

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This is reassuring. I was starting to panic about all the places liens might be hiding.

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Been there! The key is being systematic. Make a checklist of searches to run and document everything for your file.

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Good advice. Also get the borrower to sign an affidavit stating they have no knowledge of existing liens. Won't protect you legally but at least shows due diligence.

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I always ask borrowers for copies of any UCC-3 termination statements they have. If they paid off previous equipment loans, they should have these. It's a good way to verify their story and also gives you filing numbers to check for completeness.

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Smart approach. What if they say they lost the paperwork or the previous lender never sent terminations?

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Red flag but not necessarily a deal killer. You can search by their name and see what active filings exist, then contact those lenders directly to verify status.

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Another thing to watch for - make sure you're searching under the correct legal entity type. An LLC might have liens filed under variations like 'Company LLC' vs 'Company, LLC' vs 'Company L.L.C.' The comma placement and punctuation can matter for search results.

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This is so frustrating about UCC searches. Why can't there be a standard format for entity names?

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Tell me about it. Each state has slightly different rules and the search systems aren't always forgiving of minor variations.

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This is where tools like Certana.ai actually help - they can catch these name variations and inconsistencies before you file your own UCC-1.

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One more tip - if you find existing liens, don't assume they're all valid or properly perfected. I've seen UCC-1 filings with incomplete collateral descriptions or incorrect debtor information that wouldn't hold up in court. But obviously get legal advice before relying on defective filings.

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Interesting point. So even if there are existing filings, they might not actually create valid liens?

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Right, but don't count on it. Treat them as valid unless your attorney tells you otherwise. Just something to be aware of for your risk assessment.

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Update us on what you find! Always curious about how these searches turn out. Hopefully your borrower was being straight with you about no existing liens.

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Will do. Thanks everyone for all the guidance. This gives me a solid roadmap for the search process.

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Good luck! Thorough lien searches are one of those things that seem overwhelming at first but become routine once you develop a system.

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