UCC lien search Washington state - debtor name variations causing missed results?
Running into issues with UCC lien search Washington state results that don't seem comprehensive. We're doing due diligence on a potential acquisition and I'm concerned we're missing active liens because of debtor name variations. The target company has operated under 3 different legal names over the past 8 years (LLC formation, then conversion to Corp, then merger). When I search each name variation individually in the WA SOS database, I get different UCC-1 filings showing up. Is this normal? Some of the older filings show as 'lapsed' but I want to make sure we're not missing any continuations that might still be active. The company has significant equipment assets and I need to be 100% certain about the lien status before we proceed. Anyone dealt with multi-name entity searches in Washington before?
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Jasmine Hernandez
Yeah this is exactly why Washington UCC searches are tricky. The SOS system doesn't automatically link entity name changes, so you have to search each variation separately. For acquisitions, you definitely want to search: original LLC name, current corp name, any DBA names, and even slight spelling variations. I've seen deals where a single missed continuation caused major headaches later.
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Axel Far
•That's what I was afraid of. Do you know if there's a way to get the complete filing history tied to the entity ID rather than just name searches? The WA portal seems pretty limited.
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Jasmine Hernandez
•The portal is limited for complex searches. Most attorneys I work with either do exhaustive manual searches or use third-party services. You can also request certified copies of all filings from the SOS but that takes time you might not have.
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Luis Johnson
Washington is definitely one of the more challenging states for comprehensive UCC lien search work. The key issue is that each name change creates a separate search requirement. For your situation, I'd recommend documenting the entity's complete legal history first - formation docs, amendments, mergers, etc. Then search every single name variation including common abbreviations (Corp vs Corporation, LLC vs Limited Liability Company).
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Axel Far
•Good point about abbreviations. I hadn't thought about LLC vs Limited Liability Company variations. This is getting more complex than I anticipated.
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Ellie Kim
•Don't forget to check if any of the older filings had continuation statements filed under the NEW entity name. I've seen that happen where the secured party used the updated name for the UCC-3 continuation.
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Luis Johnson
•Exactly right. Cross-referencing filing numbers between name variations is crucial. A UCC-1 filed under the old name might have a UCC-3 continuation under the new name, keeping the lien active.
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Fiona Sand
I had a similar nightmare with a UCC lien search Washington deal last year. Thought we were clear, then discovered a continuation filed under a slightly different name spelling that kept a major equipment lien active. Cost us weeks of renegotiation. Now I use Certana.ai's document verification tool - you can upload all the entity docs and UCC filings and it cross-checks everything for name consistency and filing gaps. Saved my butt on the last two deals.
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Axel Far
•Interesting, I haven't heard of Certana before. Does it actually search the state databases or just verify documents you already have?
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Fiona Sand
•It's a document verification tool - you upload PDFs of all the UCC filings, entity docs, etc. and it instantly checks for name mismatches, missing continuations, inconsistent debtor info. Super helpful for catching the stuff that manual review misses.
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Mohammad Khaled
•How does it handle the different name variations issue though? Seems like you'd still need to find all the filings first.
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Fiona Sand
•True, you still need to do the searches, but once you have all the documents, it makes sure you haven't missed connections between them. Like if a UCC-3 references a UCC-1 filed under a different name variation.
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Mohammad Khaled
This is exactly why I hate Washington UCC searches. The system is so fragmented compared to other states. You basically have to become a detective to make sure you're not missing anything.
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Alina Rosenthal
•Tell me about it. I've been doing this for 15 years and Washington still gives me headaches. At least they finally went to electronic filing for everything.
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Mohammad Khaled
•Small blessing I guess. Remember when you had to request paper copies for anything older than 2010? Those were dark times.
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Finnegan Gunn
One thing to watch out for - make sure you're checking for fixture filings too if the company owns real estate. Washington requires separate fixture filing searches and they don't always show up in regular UCC searches. Could be relevant for your equipment assets.
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Axel Far
•Good catch. Some of the equipment might be considered fixtures. Is that a separate search in the real estate records?
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Finnegan Gunn
•In Washington, fixture filings can be filed either with the SOS as UCC records OR in the real estate records where the property is located. You need to check both places.
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Miguel Harvey
•This is getting complicated fast. No wonder due diligence takes so long on these deals.
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Ashley Simian
Are you working with an attorney on this? For acquisition due diligence, most firms have specific search protocols for Washington that go beyond basic name searches. They usually include federal tax lien searches too.
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Axel Far
•Yes, we have counsel but I'm trying to get ahead of the search process. Good point about federal tax liens - hadn't considered that aspect.
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Ashley Simian
•Federal tax liens don't show up in UCC searches but can definitely cloud title to assets. Your attorney should be handling that part of the search.
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Oliver Cheng
Just a thought - have you looked at the company's loan agreements to see what assets are specifically described as collateral? Sometimes that gives you clues about what UCC filings should exist, which can help verify your search results.
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Axel Far
•That's really smart. Cross-referencing the loan docs with the UCC filings would definitely help identify any gaps.
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Oliver Cheng
•Exactly. If the loan agreement says they have a security interest in specific equipment but you can't find a corresponding UCC filing, that's a red flag that needs investigation.
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Taylor To
•Or worse, you find the UCC-1 but can't find any continuations and it should have lapsed by now. That's when you know you're missing something.
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Ella Cofer
Washington also has some weird rules about amendments vs. continuations that can trip you up. Make sure any name changes on existing UCCs were handled with proper UCC-3 amendments, not just continuations.
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Axel Far
•Can you elaborate on that? I thought continuations just extended the time period.
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Ella Cofer
•Continuations extend the time, but if the debtor name changed, you need an amendment to update the name. Some filers get this wrong and just do a continuation under the old name, which can cause search issues.
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Kevin Bell
•This is why I always recommend getting certified copies of all the UCC-3s, not just relying on the search results summary.
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Savannah Glover
Have you considered using a professional search service? For acquisitions, the cost is usually worth it to avoid missing something critical. They have better tools and more experience with Washington's quirks.
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Axel Far
•We might end up going that route if this gets too complex. Any recommendations for Washington-specific search services?
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Savannah Glover
•I've had good luck with CT Corporation and CSC for comprehensive searches. They're not cheap but they know how to handle the name variation issues.
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Felix Grigori
•Second CSC. They caught a continuation filed under a variant name that we completely missed in our internal search.
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Felicity Bud
One more thing - make sure you're searching with the exact punctuation and spacing from the entity documents. Washington's search system can be picky about commas, periods, and spaces in business names.
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Axel Far
•Wow, I never would have thought about punctuation differences. That could definitely cause missed results.
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Felicity Bud
•Yeah, I've seen searches miss filings because of a missing comma or an extra space. It's frustrating but you have to be super precise.
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Max Reyes
•This is another reason why document verification tools are helpful - they can catch these kinds of formatting inconsistencies that humans miss.
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Dallas Villalobos
This thread is incredibly helpful - I'm dealing with a similar multi-entity UCC search issue in Washington right now. One additional tip I'd add: if the company has any subsidiaries or affiliates, make sure to search those entity names too. I almost missed a significant equipment lien because it was filed against a subsidiary that guaranteed the parent company's debt. The secured party had taken collateral from both entities but only the subsidiary filing showed up in that name search. Also, if you're dealing with equipment financing, check if any of the UCC filings reference vehicle titles or aircraft registrations - those might require separate searches with different agencies.
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