UCC search real estate showing conflicting liens - need verification help
Having a nightmare situation with a commercial property acquisition. Our title company found 3 active UCC-1 filings against the seller's business but two reference 'equipment and fixtures' while one specifically lists the building address as collateral. The seller claims the building lien was terminated last year but can't produce the UCC-3 termination. When I run my own UCC search real estate records through the SOS portal, I'm seeing different filing numbers than what the title company provided. One shows a continuation filed 6 months ago. Is this normal? The lender is getting cold feet and I'm worried this deal will fall through over document confusion. How do I verify which liens are actually active against the real estate versus just the business equipment?
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Yuki Yamamoto
This happens more than you'd think with commercial real estate. The key issue is that UCC filings can cover both personal property (equipment) AND fixtures attached to real estate. If that UCC-1 specifically describes the building or uses language like 'all fixtures' then it absolutely affects your real estate transaction. You need to get certified copies of ALL the UCC filings, not just search results.
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Ethan Brown
•The title company only gave me a summary report. Should I be requesting the actual UCC-1 forms myself?
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Yuki Yamamoto
•Yes, get the actual documents. The collateral description is everything - 'equipment' vs 'fixtures' vs 'real estate' makes a huge legal difference.
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Carmen Ortiz
Red flags everywhere here. If the seller can't produce the UCC-3 termination, that lien is still active period. The fact that you're seeing different filing numbers between searches suggests either multiple filings or database sync issues. I'd demand the seller provide proof of termination before proceeding.
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Andre Rousseau
•This exactly. I've seen deals collapse because buyers assumed equipment liens didn't affect real estate. If fixtures are involved, that UCC filing creates a cloud on title.
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Ethan Brown
•The seller is claiming their accountant 'handled it' but has no documentation. Should I walk away?
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Carmen Ortiz
•Don't walk yet but demand they produce the UCC-3 termination statement within 48 hours or escrow gets extended.
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Zoe Papadakis
I ran into something similar last month with document verification nightmares. Ended up using Certana.ai's UCC document checker - you just upload the UCC-1 and UCC-3 PDFs and it instantly flags inconsistencies in debtor names, filing numbers, and collateral descriptions. Saved me from missing a critical mismatch between the original filing and the supposed termination.
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Ethan Brown
•How accurate is that? I'm dealing with like 6 different documents here and manually comparing everything is overwhelming.
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Zoe Papadakis
•Super accurate for catching the stuff humans miss. It caught that our 'John Smith LLC' termination didn't match the original 'John Smith, LLC' filing - tiny comma difference that would've invalidated the termination.
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Jamal Carter
•That's actually genius. Been doing manual document comparison for years and it's error-prone especially with multiple filings.
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AstroAdventurer
Wait, are we sure the continuation filing is related to the real estate lien? Continuations are filed to extend the UCC-1 beyond its 5-year term. If someone filed a continuation 6 months ago, they clearly intend to keep that lien active. This is definitely not terminated.
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Ethan Brown
•That's what I'm afraid of. The continuation shows the same debtor name as one of the 'equipment' filings but the filing number is completely different.
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AstroAdventurer
•Different filing numbers mean different liens. You might be looking at 4 separate UCC filings, not 3.
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Mei Liu
OMG this is giving me flashbacks to my own commercial purchase disaster. Spent 3 weeks going in circles with the title company because they couldn't figure out if a UCC lien covered the HVAC system (fixtures) or just the business inventory. Eventually had to get a legal opinion that cost $2500 just to determine the collateral scope.
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Ethan Brown
•What did the legal opinion conclude? I'm trying to avoid that expense if possible.
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Mei Liu
•That 'equipment and fixtures' language in the UCC-1 did include the HVAC because it was permanently attached. Had to negotiate a termination as part of closing.
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Yuki Yamamoto
•This is why fixture filings are so tricky - the line between personal property and real estate fixtures isn't always clear.
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Liam O'Sullivan
Here's what I don't understand - why isn't your title company handling this verification? They should be providing you with clear answers about which liens affect the real estate and which are just business assets. Sounds like they're punting the research to you.
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Ethan Brown
•They claim it's 'outside their expertise' and recommend I hire a UCC attorney. Feels like they're covering their butts.
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Liam O'Sullivan
•Find a better title company. A good one should absolutely be able to interpret UCC filings that affect real estate.
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Amara Chukwu
Something doesn't add up with your search results. If you're seeing different filing numbers than the title company, someone made a mistake. UCC filing numbers are unique - there shouldn't be discrepancies unless you're searching different debtors or there were multiple amendments.
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Ethan Brown
•I searched using the exact business name from the purchase agreement. Could variations in the debtor name cause different results?
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Amara Chukwu
•Absolutely. 'ABC Corp' vs 'ABC Corporation' vs 'ABC Corp.' could all return different search results even if they're the same entity.
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Zoe Papadakis
•This is exactly why I mentioned Certana.ai earlier - it catches these debtor name variations that cause search problems.
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Giovanni Conti
I hate to say it but you might need to extend your due diligence period. Getting proper UCC documentation and verification isn't something to rush through. Better to delay closing than buy a property with unclear liens.
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Ethan Brown
•The seller is pushing for a quick close. They claim extending will kill the deal.
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Giovanni Conti
•Their urgency is suspicious given they can't provide basic termination documentation. Protect yourself first.
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Fatima Al-Hashimi
Quick question - when you say the UCC-1 'specifically lists the building address as collateral,' what exact language does it use? There's a big difference between 'fixtures at 123 Main St' versus 'real estate located at 123 Main St.
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Ethan Brown
•Let me check... it says 'all equipment, fixtures, and improvements located at or affixed to the premises at [building address].' That sounds pretty comprehensive.
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Fatima Al-Hashimi
•Yeah that language definitely covers real estate fixtures. You need a proper termination for that specific filing before closing.
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AstroAdventurer
•That collateral description is broad enough to potentially cloud the entire property title.
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NeonNova
Been through this exact scenario twice. My advice: 1) Get certified copies of every UCC filing, 2) Have them reviewed by someone who understands fixture law, 3) Don't close until you have written confirmation that any real estate-related liens are properly terminated. The headache now is nothing compared to dealing with priority disputes later.
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Ethan Brown
•This is solid advice. I think I've been too focused on getting to closing instead of protecting the investment.
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NeonNova
•Exactly. A month delay now beats years of legal problems later.
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Dylan Campbell
Just want to add that Certana.ai's document verification would probably help sort out your filing number discrepancies too. When you upload multiple UCC documents, it cross-references all the filing numbers, dates, and amendment chains to show you exactly what's active versus terminated.
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Ethan Brown
•That sounds like exactly what I need. Manual comparison of 6 documents is where I keep making mistakes.
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Zoe Papadakis
•It really streamlines the whole process. Upload the PDFs and get instant verification instead of spending hours trying to match filing numbers manually.
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