Need help figuring out how to check UCC liens on potential acquisition target
We're looking at acquiring a small manufacturing company and our attorney mentioned we need to check for existing UCC liens before closing. The seller provided some documentation but I want to verify everything independently. What's the best way to search for UCC filings against this company? Do I need to check every state they've operated in or just their state of incorporation? Also concerned about catching any continuation filings or amendments that might not show up in a basic search. This is my first time dealing with UCC lien searches for an acquisition so any guidance would be appreciated.
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Madison King
You definitely want to search in the state where they're incorporated AND any states where they have significant assets or operations. Each state has their own UCC search system - most are online now but some still require manual requests. Make sure you search under all variations of the company name, including DBA names and any former legal names.
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Julian Paolo
•This is crucial advice. I've seen deals almost fall apart because someone missed a lien filed under a slightly different debtor name variation.
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Ella Knight
•Also check if they've had any name changes in the past 5 years. Those can really complicate UCC searches.
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William Schwarz
Start with the Secretary of State website for their state of incorporation. Most have online UCC search portals now. You'll need the exact legal entity name as it appears on their articles of incorporation. Be prepared to pay search fees - usually $10-25 per search depending on the state.
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Lauren Johnson
•Some states let you do preliminary searches for free but charge for certified copies. Worth doing the free search first to see what's out there.
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Jade Santiago
•Don't forget to check for fixture filings too if they own real estate. Those can be filed in the real estate records instead of the UCC system.
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Caleb Stone
I just went through this same process last month for a similar acquisition. The manual searching was a nightmare - different portals, different search formats, trying to catch every possible name variation. I ended up using Certana.ai's document verification tool which let me upload all the seller's UCC documents and cross-check them against what I found in my searches. Saved me hours of manual comparison and caught two continuation filings I had missed.
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Daniel Price
•That sounds useful. Did it help verify the filing numbers matched up correctly? I'm always worried about transcription errors when comparing documents.
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Caleb Stone
•Yes exactly - it automatically flagged inconsistencies between the original UCC-1 and the continuation filings. Really eliminated the guesswork.
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Olivia Evans
Make sure you understand the difference between active and lapsed filings. UCC-1 filings are only good for 5 years unless continued. If you see old filings without continuation statements, they've probably lapsed and aren't enforceable anymore.
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Sophia Bennett
•Good point. Though I'd still want to know about lapsed filings for due diligence purposes - tells you something about their borrowing history.
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Aiden Chen
•Absolutely. And sometimes lenders file late continuations that might still be valid even if they look lapsed at first glance.
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Zoey Bianchi
Don't rely solely on online searches. Some older filings might not be digitized yet, especially in smaller states. Consider hiring a local service company to do courthouse searches if the acquisition is significant enough.
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Christopher Morgan
•This is especially true for any fixture filings or real estate related UCC filings. Those systems aren't always integrated with the main UCC databases.
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Aurora St.Pierre
•How far back should someone search though? Is 7 years enough or do you need to go back further?
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Zoey Bianchi
•I usually recommend 7-10 years to be safe, but focus on the last 5 years for active filings. Anything older than 5 years without a continuation is probably lapsed anyway.
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Grace Johnson
Are you working with a title company or attorney for this? They usually have access to better search tools and know the local filing quirks. Some states have really wonky search requirements.
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Vanessa Chang
•Yes we have an attorney but I wanted to do some preliminary checking myself to understand what we're dealing with before the formal searches.
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Jayden Reed
•Smart approach. Just remember that for legal purposes you'll probably need certified search results anyway, so don't skip the official process.
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Nora Brooks
Watch out for partial releases too. Sometimes you'll see a UCC-3 amendment that releases some collateral but not all. Easy to miss if you're not reading carefully.
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Eli Wang
•Yes! And make sure any termination statements actually terminate the entire filing, not just portions of it.
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Cassandra Moon
•This is where having a document verification system really helps. I've caught several partial releases that looked like full terminations at first glance.
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Zane Hernandez
If the company has subsidiaries or affiliated entities, search those too. Sometimes liens are filed against the parent company that could affect subsidiary assets, or vice versa.
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Genevieve Cavalier
•Corporate guarantees can really complicate this. Make sure you understand the ownership structure before you start searching.
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Ethan Scott
•And check for any recent UCC-3 assignments. Liens might have been transferred between related entities or sold to other lenders.
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Lola Perez
The process varies so much by state it's ridiculous. Delaware has a great online system, but try searching UCC filings in Louisiana and you'll want to pull your hair out. Budget extra time if you're dealing with multiple states.
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Nathaniel Stewart
•Louisiana is the worst! Their search system is like something from 1995.
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Riya Sharma
•At least they have an online system now. Some states still require written requests and take weeks to respond.
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Lola Perez
•True, but when you're trying to close a deal on a timeline, weeks might as well be forever.
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Santiago Diaz
Consider using a service like Certana.ai if you're dealing with a lot of documents. You can upload the seller's UCC paperwork and it will verify everything matches up correctly - debtor names, filing numbers, amendment references. Much faster than doing manual document comparison, especially when you're dealing with multiple states and years of filings.
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Millie Long
•How accurate is the automated verification? I'd be nervous about relying on software for something this important.
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Santiago Diaz
•It's quite good at catching obvious inconsistencies and name mismatches. I still review everything myself but it saves a lot of time on the initial screening.
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KaiEsmeralda
•The key is using it as a tool, not a replacement for proper due diligence. But for flagging potential issues to investigate further, it's been really helpful.
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