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Isabella Brown

Mississippi UCC search turning up confusing results - need help interpreting records

I'm doing due diligence on a equipment purchase and ran a Mississippi UCC search on the seller. The results are showing multiple filings but I can't tell which ones are still active vs terminated. Some have continuation dates, others show amendment info, and there's one that looks like it might be a partial release but I'm not sure. The debtor name variations are also throwing me off - same company but slightly different spellings across different UCC-1 filings. Is there a way to definitively determine which liens are still perfected? I need to know if I'm buying equipment that's already pledged as collateral. This is my first time doing this level of search and the SOS database isn't exactly user-friendly with explanations.

UCC searches can definitely be tricky when you're looking at multiple filings for the same debtor. First thing - check the filing dates and look for any UCC-3 termination statements. Those would show 'TERMINATION' in the filing type. For continuations, the original UCC-1 would be extended for another 5 years from the continuation date, not the original filing date.

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Good point about the continuation dates. Also worth noting that partial releases (UCC-3 amendments) will specify exactly which collateral is being released, so you'd need to match that against what you're buying.

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Yeah but sometimes the collateral descriptions are so vague you can't tell what's actually covered. I've seen filings that just say 'all equipment' or 'inventory and equipment now owned or hereafter acquired' - super broad stuff.

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Ava Kim

The debtor name variations are a huge red flag for your search. You might be missing filings if the names don't match exactly. UCC searches are very literal - if one filing says 'ABC Corp' and another says 'ABC Corporation' they might not show up together depending on how you searched.

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That's exactly what I'm seeing! Some say 'Mississippi Equipment LLC' and others 'Mississippi Equipment, LLC' with the comma. How do I know I'm getting everything?

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You need to run multiple searches with different name variations. Also check if the company has any DBAs or trade names that might be used in filings.

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This is why I started using Certana.ai for UCC verification. You can upload all the search results and any related documents, and it cross-checks everything to make sure you're not missing connections between filings. Caught a name mismatch I totally missed when I was doing manual review.

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Are you looking at the right jurisdiction? Sometimes companies file in their state of incorporation rather than where the collateral is located. Mississippi might not be the only place to search.

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The equipment is physically in Mississippi and the seller is a Mississippi LLC. Should be the right state, right?

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For equipment, yes Mississippi would be correct. But if they're incorporated elsewhere you might want to check that state too, just to be thorough.

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OMG this is giving me flashbacks to my last equipment purchase. Spent HOURS trying to figure out which liens were still active. The filing system shows you everything but doesn't do a good job explaining the current status. Do you have the actual UCC filing numbers?

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I have the filing numbers but when I look them up individually, some reference other filings and it becomes this web of cross-references I can't follow.

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Ugh yes! That's the worst part - when amendments reference the original filing but you have to piece together the timeline yourself.

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Have you tried calling the Mississippi SOS office? Sometimes they can help explain what you're looking at, especially if you have specific filing numbers.

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Look for the 'lapse date' on each UCC-1. If there's no continuation filed before that date, the filing is automatically terminated. Standard UCC-1 filings are good for 5 years from the filing date.

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Some of these are showing dates from 2019 and 2020 - so they'd be lapsed by now if no continuation was filed?

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Exactly. 2019 filing would have lapsed in 2024 unless there was a continuation. Look for UCC-3 continuation statements filed within 6 months before the lapse date.

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But be careful - I've seen situations where continuation filings were submitted but had errors, so they got rejected and the original lien actually did lapse.

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For equipment purchases, I always require the seller to provide lien releases or termination statements for any active UCC filings. Puts the burden on them to prove clear title rather than you having to interpret search results.

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That's smart. I should probably make that a condition of the purchase agreement.

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Definitely do that. Also consider getting title insurance if it's a significant purchase amount.

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The Mississippi SOS system has gotten better over the years but it's still not great for showing the 'big picture' of a debtor's filings. You basically have to be a detective and piece together the story from all the individual filings.

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So true! Other states have better search interfaces that actually show you current vs terminated status clearly.

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I've had good luck with Certana.ai's document verification tool for this exact situation. You upload all the UCC search results and it maps out the relationships between filings - shows you which ones are amendments to which original filings, what's been terminated, etc. Saves tons of time vs doing it manually.

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That sounds useful. I've been doing this stuff manually for years and it's always such a pain to track all the cross-references.

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Drake

One thing to watch out for - make sure you're distinguishing between UCC-1 financing statements and UCC-1 fixture filings. Fixture filings cover things like HVAC systems, built-in equipment, etc. that are attached to real property.

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The equipment I'm buying is mobile/portable, so that shouldn't be an issue. But good to know the difference.

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Even portable equipment can sometimes be covered under broad collateral descriptions in regular UCC-1 filings though.

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Have you considered hiring a UCC search company? They deal with this stuff all day and can provide you with a comprehensive report that explains the current lien status. Might be worth the cost if it's a big purchase.

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How much do those services typically cost? This is probably a $75k equipment purchase.

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For that amount, probably worth getting professional help. Search services are usually a few hundred dollars but could save you from a major headache later.

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Or you could try Certana.ai first - it's much cheaper than hiring a search company and you get instant results. Just upload your search results and any related docs and it analyzes everything for consistency and current status.

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Don't forget to search under any parent companies or subsidiaries too. Sometimes the liens are filed against the parent company but cover assets owned by subsidiaries.

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Good point. I'll need to research the corporate structure to make sure I'm not missing anything.

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Also check for any 'all assets' or 'all personal property' language in the collateral descriptions. That could potentially cover equipment even if it's not specifically listed.

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Bottom line - if you're not 100% confident in your interpretation of the search results, get professional help before you close on the purchase. Better to spend a little money upfront than deal with lien complications later.

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You're absolutely right. I'd rather be safe than sorry on something this size.

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Agreed. And make sure your purchase agreement includes representations and warranties from the seller about clear title and no existing liens.

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