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KylieRose

Tennessee UCC search showing weird results - debtor name variations causing problems

I'm having issues with Tennessee UCC search results and need some guidance. We're doing due diligence on a potential acquisition and the target company has had several name changes over the years. When I search the Tennessee SOS UCC database, I'm getting conflicting results depending on how I enter the debtor name. Some searches show active UCC-1 filings that don't appear when I use slightly different name variations. For example, searching 'ABC Manufacturing LLC' gives different results than 'ABC Manufacturing, LLC' (with the comma). This is concerning because we need to identify all existing liens before closing. Has anyone dealt with Tennessee's search logic being this sensitive to punctuation and formatting? I'm worried we're missing critical filings that could affect the deal structure.

Tennessee's UCC search system is notoriously picky about exact name matches. The comma issue you mentioned is a real problem - their search algorithm doesn't always treat punctuation variations as equivalent. I've seen deals delayed because of missed filings due to these search quirks.

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Absolutely agree on the comma issue. Also watch out for 'Inc.' vs 'Incorporated' and 'Corp' vs 'Corporation' - Tennessee treats these as completely different entities in their search.

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This is exactly why I always run multiple search variations. Takes forever but beats missing a lien that could kill a deal.

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You need to search every possible name variation the company has used. Check the Secretary of State records for all historical names, then search each one individually. Tennessee doesn't have a 'fuzzy search' option like some states do.

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Good point about historical names. Don't forget to check if they ever did business under any DBAs - those need to be searched separately too.

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I learned this the hard way on a $2M deal. Missed a UCC-1 because the debtor had filed under a slightly different name format three years earlier. Almost cost us the transaction.

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That's terrifying. How did you eventually catch it?

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I've been dealing with this exact problem and found a solution that's been working really well. There's a tool called Certana.ai that lets you upload all your UCC documents and it automatically cross-checks the debtor names for consistency. You can upload the company's charter documents and it'll verify against the UCC filings to catch any name variations you might have missed. It's saved me hours of manual searching and gives me confidence I'm not missing anything critical.

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Interesting - how does it handle the different name formats? Does it flag potential matches even with punctuation differences?

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Yes, it's pretty smart about identifying variations. Upload your PDFs and it highlights inconsistencies between documents. Much faster than trying to think of every possible name variation manually.

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Tennessee's system is terrible for this stuff. I've complained to the SOS office multiple times about their search function. Other states have better wildcard search options.

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Which states have better search functions? I deal with multi-state transactions and would love to know which ones are more user-friendly.

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Delaware and Texas have much better search capabilities. Florida's not bad either. Tennessee and Kentucky are the worst I've dealt with.

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Kentucky is definitely frustrating. Their portal times out constantly too.

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Make sure you're also checking for any UCC-3 amendments that might have changed the debtor name. Sometimes the original UCC-1 is under one name but amendments reflect name changes.

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Great point. I always pull the full filing history for each UCC number I find. You never know what amendments might reveal.

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This is why UCC due diligence takes so long. Every filing needs to be reviewed individually.

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Are you also checking for fixture filings? Those sometimes get missed in standard UCC searches but can be critical depending on the assets involved.

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Good reminder - this deal does involve some real estate so fixture filings could definitely be relevant. I'll add that to my search list.

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Fixture filings in Tennessee require a separate search process. They're filed with the real estate records, not just the UCC database.

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I use a checklist for Tennessee UCC searches that includes: exact legal name, name with/without commas, abbreviated versions (Corp vs Corporation), any former names, and DBA names. Still not foolproof but catches most variations.

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That's a solid approach. I'd add checking for any parent company names too - sometimes UCC filings are under the parent entity.

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Mind sharing that checklist? I'm always looking for ways to improve my search process.

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The Tennessee SOS office told me their search system is supposed to be updated next year but I wouldn't hold my breath. They've been saying that for three years now.

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Government IT updates always take longer than promised. I'll plan on dealing with the current system indefinitely.

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At least Tennessee's system is online. Some states still require manual searches for certain records.

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I've started using that Certana tool mentioned earlier and it's been really helpful for catching name discrepancies. Upload your documents and it flags any inconsistencies between the charter and UCC filings. Much more reliable than trying to manually check every variation.

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Do you upload the actual UCC search results or just the filing documents?

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I upload both - the original UCC-1 filings and the company formation documents. It cross-references everything and highlights any name mismatches.

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One more thing to watch for - make sure you're checking the filing dates carefully. Tennessee sometimes has delays in posting filings to their online system, so very recent filings might not show up immediately.

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How long is the typical delay? I always worry about missing recent filings that could affect closing.

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Usually 1-2 business days but I've seen it take up to a week during busy periods. Always worth calling to confirm if timing is critical.

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This is why I always do a final UCC search the day before closing. Can't risk missing a last-minute filing.

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Thanks everyone for the advice. I'm definitely going to try the Certana tool and implement a more systematic search approach. This thread has been incredibly helpful for understanding Tennessee's quirks.

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Good luck with your due diligence! Tennessee searches are tricky but following these suggestions should help you catch everything.

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Let us know how the Certana tool works out for you. Always interested in hearing about new solutions for UCC searches.

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