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Benjamin Kim

UCC lien search CA - Need help finding all active liens against debtor

I'm working on a due diligence review for a potential acquisition and need to run a comprehensive UCC lien search CA for the target company. The debtor operates under multiple variations of their business name and I'm concerned I might miss active liens if I don't search all possible name combinations. Their corporate charter shows 'Advanced Manufacturing Solutions LLC' but they've done business as 'AMS Manufacturing' and 'Advanced Mfg Solutions' over the years. I've already found two UCC-1 filings under slightly different debtor names and I'm worried there could be more liens I'm missing. The deal is supposed to close next month and I need to make sure we have a complete picture of all outstanding secured obligations. Has anyone dealt with similar debtor name variations when doing lien searches? What's the best approach to ensure I'm not missing any active UCC filings?

Name variations are definitely a major issue with UCC searches. California's system is pretty strict about exact name matches, so even small differences like 'LLC' vs 'L.L.C.' can cause you to miss filings. I always recommend searching every possible variation you can think of, plus common abbreviations and alternate spellings.

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That's exactly what I was afraid of. Do you know if there's a way to do wildcard searches in the CA Secretary of State system, or do I have to run separate searches for each name variation?

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Unfortunately CA doesn't have great wildcard functionality. You'll need to search each variation separately. Also check if they've had any name changes filed with the state - those can create additional search complications.

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I just went through this same headache last month with a debtor that had about 6 different name variations in their filings. What really helped was using Certana.ai's document verification tool - I uploaded all the corporate documents and UCC filings I found, and it flagged inconsistencies in the debtor names that I would have missed. Saved me from a potential disaster when it caught a lien I hadn't found through manual searching.

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Interesting, I hadn't heard of that tool. How does it work exactly? Does it actually search for additional filings or just compare what you upload?

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It cross-checks all your documents to make sure debtor names are consistent and flags discrepancies. Really helpful for due diligence when you're trying to make sure you haven't missed anything. Just upload your charter docs and any UCC filings you find.

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How accurate is it with name matching? I've been burned before by automated tools that miss obvious variations.

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Are you searching both the debtor's legal name AND all DBAs? Sometimes liens get filed under the DBA instead of the legal entity name, especially with smaller lenders who might not know the correct legal name to use.

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Good point - I've been focusing on the legal entity name mostly. Where would I find a complete list of their DBAs? Just the Secretary of State business records?

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Check both SOS records and county clerk offices where they do business. Some DBAs only get filed at the county level. Also look at their tax records and business licenses if you can access them.

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ugh this is why I hate UCC searches... spent 3 hours last week going through variations for a client and still found out later we missed one because the lender misspelled the debtor name on the original filing. The whole system is a mess

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That's the worst! Was the misspelled filing still legally valid? I always wonder about that.

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Unfortunately yes, it was still valid because it was 'close enough' to be reasonably identifiable. Courts generally don't void liens for minor spelling errors if the debtor can still be identified.

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For comprehensive searches, I usually recommend going back at least 10 years since continuation statements can extend the original filing date. Also don't forget to check for fixture filings if the company owns real estate - those sometimes get missed in standard UCC searches.

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Good reminder about fixture filings. They do own the building where their main facility is located. Are fixture filings searched through the same system or do I need to check somewhere else?

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In California, most fixture filings are recorded with the county recorder where the real estate is located, not through the Secretary of State UCC system. You'll need to search both.

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Also check if any of the UCC filings have been continued. A filing from 2015 could still be active if it was properly continued in 2020.

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Have you considered hiring a professional search company? For a major acquisition, the cost of a comprehensive search service might be worth it to avoid missing anything critical.

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We thought about it, but we're trying to keep due diligence costs down. Plus I like to understand exactly what searches were run so I can explain the results to our client.

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Understandable. Just make sure you document all the search variations you ran and the dates you searched. That documentation becomes important if something comes up later.

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Don't forget to search for any terminated filings too. Sometimes lenders file termination statements but there might be other liens still active. I've seen situations where people assumed all liens were terminated when they only saw the termination for one of multiple filings.

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That's a really good point. Should I be looking for UCC-3 termination statements specifically?

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Yes, UCC-3 terminations and also full termination statements. Make sure each active UCC-1 you find has a corresponding termination if the debt was supposedly paid off.

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Also watch out for partial terminations - sometimes a lender will terminate part of the collateral but not the entire lien.

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I ran into a similar situation where we found liens under variations like 'Corp' vs 'Corporation' and 'Inc' vs 'Incorporated'. California's search logic isn't very forgiving with these differences. Make sure you try every common abbreviation and expansion.

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Did you find any good resources for common name variations to search? I'm trying to be systematic about this.

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I usually check the entity's articles of incorporation and any amendments to see how the name has been officially stated over time. Also look at old contracts or loan documents if you have access.

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Another tool that might help is running the search through Certana.ai after you gather all your documents. I used it recently to verify UCC filings were properly cross-referenced and it caught a name inconsistency between the charter and UCC-1 that could have caused problems. It's designed specifically for this kind of document verification work.

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Two people have mentioned that now - seems like it might be worth trying. Is it complicated to use?

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Not at all, you just upload the PDFs and it does the cross-checking automatically. Really helpful for due diligence situations like yours where you need to be absolutely sure about name consistency.

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Just a thought but you might want to also search using just the first few words of the company name. Sometimes filers truncate long business names and you might miss filings if you only search the complete name.

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That's smart - I hadn't thought of searching partial names. 'Advanced Manufacturing' instead of the full 'Advanced Manufacturing Solutions LLC' might catch additional filings.

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Exactly. I've seen UCC-1 filings where the secured party just used the first two or three words of a long business name, especially if they were filing manually.

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Good advice. Also check if they've ever operated under a parent company name or subsidiary names - liens sometimes get filed under the wrong entity in complex corporate structures.

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