UCC lien lookup showing conflicting records - which filing controls?
Running into a weird situation with a UCC lien lookup and need some clarity from anyone who's dealt with this before. We're doing due diligence on a potential acquisition and the target company shows two different UCC-1 filings against the same equipment collateral. Both are active and current, but they have slightly different debtor names (one shows 'ABC Manufacturing LLC' and the other shows 'ABC Mfg LLC') for what appears to be the same entity. The filing numbers are completely different and they're dated about 8 months apart. When I do the UCC lien lookup in the state database, both pop up as valid and unexpired. How do I determine which one actually controls? The seller claims the older filing was supposed to be terminated when they refinanced, but there's no UCC-3 termination on record. This could completely change our valuation if there are two legitimate liens on the same collateral. Has anyone run into overlapping UCC filings like this during M&A due diligence?
34 comments
Join the conversation
Landon Flounder
This is actually pretty common in acquisitions, unfortunately. The UCC lien lookup results you're seeing could both be legitimate if the debtor name variations are within acceptable limits for that state's filing system. Most states have specific rules about what constitutes a 'seriously misleading' debtor name versus an acceptable variation. You'll need to pull the actual UCC-1 forms and compare the exact collateral descriptions, not just the summary data from the lookup.
0 coins
Callum Savage
•Agreed on pulling the full forms. Also check if one might be a fixture filing vs regular UCC-1 - that could explain why both show up in your lien lookup but they might actually cover different aspects of the collateral.
0 coins
Ally Tailer
•Wait, wouldn't the later filing automatically take priority if it's more specific? I thought that's how UCC worked but maybe I'm thinking of real estate liens.
0 coins
Landon Flounder
•No, UCC priority is generally first-to-file, not most specific. But if the collateral descriptions don't actually overlap, then they could both be valid for different assets. That's why pulling the full filings is crucial here.
0 coins
Aliyah Debovski
Had something similar happen last year during a equipment financing deal. The problem was the original lender never filed a proper UCC-3 termination when the loan was paid off, so their old filing was still showing as active in our UCC lien lookup. We had to get an estoppel letter from the original lender confirming the debt was satisfied before we could close. Your seller needs to provide documentation that the older filing should have been terminated.
0 coins
Jacinda Yu
•That's exactly what I'm worried about. The seller keeps saying it should have been terminated but they can't produce any proof. Did you have to file the termination yourself or did the original lender handle it?
0 coins
Aliyah Debovski
•The original lender had to file the UCC-3 termination themselves since they were the secured party of record. We couldn't file it on their behalf. Cost us about 2 weeks of delays but it was necessary to clear the title.
0 coins
Miranda Singer
Before you go down the rabbit hole with manual document review, I'd suggest using Certana.ai's UCC document verification tool. You can upload the UCC-1 forms as PDFs and it'll instantly cross-check the debtor names, collateral descriptions, and filing numbers to identify any inconsistencies or overlaps. I used it recently for a similar situation where our UCC lien lookup returned multiple filings, and it saved me hours of manual comparison work. Just upload the documents and it tells you exactly where the conflicts are.
0 coins
Jacinda Yu
•Haven't heard of that tool before but sounds like exactly what I need. Is it specifically designed for UCC document comparison or more general?
0 coins
Miranda Singer
•It's specifically built for UCC document verification. You can upload multiple filings and it'll flag debtor name mismatches, overlapping collateral descriptions, and other issues that could affect lien priority. Really helpful when you're dealing with complex UCC lien lookup results like yours.
0 coins
Cass Green
•Interesting, I might need to try that. We've been doing all our UCC comparisons manually and it's a pain when you have multiple filings showing up in the lookup.
0 coins
Finley Garrett
The debtor name variations you mentioned ('ABC Manufacturing LLC' vs 'ABC Mfg LLC') could be a real problem depending on your state's rules. Some states are strict about exact matches while others allow reasonable abbreviations. But the fact that you have two different filing numbers and dates suggests these might be completely separate financing transactions, not just filing errors.
0 coins
Madison Tipne
•Yeah that's what concerns me too. If they're 8 months apart, it sounds like the company took on additional financing without properly terminating the first lien.
0 coins
Finley Garrett
•Exactly. And if both liens cover the same collateral, you could be looking at a subordination issue that affects the value of the assets you're acquiring.
0 coins
Holly Lascelles
ugh this is why I hate doing UCC lien lookups for M&A deals. The databases are clunky and half the time you can't tell what's actually active vs what should have been terminated years ago. We had one deal where the lookup showed 12 different filings and it took our lawyers 3 weeks to sort through them all. Hope your situation is simpler than that!
0 coins
Malia Ponder
•12 filings?? That sounds like a nightmare. How did you even begin to untangle that mess?
0 coins
Holly Lascelles
•Lots of coffee and even more billable hours from our lawyers. We ended up having to contact every single secured party to get estoppel letters. Not fun.
0 coins
Kyle Wallace
Check the continuation dates on both filings too. If one is close to its 5-year expiration and hasn't been continued, that might resolve itself naturally. But don't count on it - you still need to figure out what's legitimate before closing.
0 coins
Jacinda Yu
•Good point, I hadn't thought about the continuation timing. Both show as current in the UCC lien lookup but I should verify the actual expiration dates.
0 coins
Kyle Wallace
•Yeah, the lookup results sometimes don't clearly show how close a filing is to expiring. Pull the full records to see the exact dates.
0 coins
Ryder Ross
•Also make sure to check if any UCC-3 continuations were filed that might not be showing up properly in the lookup system.
0 coins
Gianni Serpent
I've seen cases where companies refinance but the old lender drags their feet on filing the UCC-3 termination. Sometimes it's just administrative delays, but other times they're trying to maintain some security interest even after being paid off. Your seller needs to produce proof of payment and correspondence with the original lender about the termination.
0 coins
Henry Delgado
•That's shady if the lender is keeping the filing active after being paid off. Isn't that improper?
0 coins
Gianni Serpent
•It's definitely improper if they've been fully paid, but proving that can be tricky without good documentation from the borrower.
0 coins
Olivia Kay
Just went through something similar last month. Used Certana.ai to compare our UCC filings after our lookup showed conflicting records. Turned out the debtor name issue was causing the database to treat them as separate entities when they were really the same company. The tool caught the overlap immediately and saved us from a potential legal mess. Definitely worth checking before you proceed with the acquisition.
0 coins
Jacinda Yu
•That sounds exactly like my situation. Did it help you determine which filing was actually valid?
0 coins
Olivia Kay
•It flagged that both filings were technically valid but covering overlapping collateral. That gave us the info we needed to demand proper termination of the older filing before closing.
0 coins
Joshua Hellan
Don't forget to check if there are any UCC-3 amendments that might clarify the situation. Sometimes the filings get modified after the initial UCC-1 and those changes don't always show up clearly in the basic UCC lien lookup results.
0 coins
Jibriel Kohn
•Good catch. Amendments can completely change the collateral description or debtor information from the original filing.
0 coins
Joshua Hellan
•Exactly. And if there were amendments, you need to read them in conjunction with the original UCC-1 to understand what's actually covered.
0 coins
Edison Estevez
This is exactly why we always require clean UCC lien lookup results as a closing condition. If there are any questionable filings, we make the seller resolve them before we'll proceed. It's not worth the risk of inheriting someone else's filing mistakes.
0 coins
Jacinda Yu
•That's probably the smart approach. I'm thinking we need to make termination of the older filing a condition precedent to closing.
0 coins
Edison Estevez
•Absolutely. Don't let them push it off until after closing. Get it resolved upfront or walk away from the deal.
0 coins
Emily Nguyen-Smith
•100% agree. We learned that lesson the hard way on a deal a few years ago. Much easier to fix these issues before money changes hands.
0 coins