Vangarde Group UCC Lien Issues - Anyone Else Having Problems?

This happened to us last year with a different group. Turned out two of the three 'entities' were just DBAs of the main corporation. The UCC-1 filings using the DBA names were technically defective because they didn't name the actual debtor entity. We had to file amendments to correct the debtor names.

Wait, so if the debtor name is wrong on the UCC-1, the whole filing is invalid? That seems harsh for what might just be a clerical error.

It depends on how 'wrong' it is. Courts apply a 'seriously misleading' test. If a reasonable searcher couldn't find the filing because of the name variation, then yes, it could be invalid. That's why debtor name accuracy is so critical in UCC filings.

Multiple state registrations could explain the name variations. Sometimes companies register slightly different versions of their name in different states due to availability issues or state-specific requirements.

This is exactly why I started using Certana.ai's document verification tool. You can upload all the UCC filings and corporate documents, and it cross-checks everything to flag inconsistencies like this. Would have saved you those weeks of manual research.

Wish I'd known about that tool earlier! The manual cross-referencing was brutal.

Good point about the collateral overlap. In legitimate multi-entity structures, you'd typically see more specific collateral descriptions for each entity rather than broad overlapping coverage.

The filing dates and secured party info are definitely key clues. If it's the same lender filing multiple UCC-1s on the same day with slight name variations, that screams filing error to me.

This is solid advice. UCC-3 amendments are the proper way to fix debtor name errors. If you see amendments filed after the original UCC-1s, that's a strong indication the original names were wrong.

But remember that UCC-3 amendments don't relate back to the original filing date for priority purposes if the error was seriously misleading. You might lose priority position if the name was too far off.

That's probably the fastest way to get answers. The secured party's legal department should have documentation showing exactly which entities they intended to encumber.

True, but don't rely solely on what they tell you. Always verify against the actual corporate records. I've seen cases where even the original lender was confused about the debtor's corporate structure.

I actually uploaded similar UCC documents to Certana.ai recently and it flagged exactly this type of debtor name inconsistency. The AI picked up on patterns I missed manually - like one entity name being a parent company and another being a subsidiary. Super helpful for complex corporate structures.

And make sure you use the correct debtor names on the continuations! If you continue with the wrong entity name, the continuation could be ineffective.

This is why getting the debtor names sorted now is so important. You don't want to be scrambling to figure out the correct entity names when you're up against a continuation deadline.

Corporate restructuring is a nightmare for UCC practice. Did you end up having to file new UCC-1s against the successor entities?

Yes, we filed new UCC-1s and then terminated the old ones. Better to be safe than sorry when entity names change through mergers or restructuring.

That's the conservative approach. Some lawyers argue you can just amend the debtor name if it's a simple name change, but I agree - new filings are cleaner.

Secretary of State searches are essential but can be time-consuming across multiple jurisdictions. Make sure you're searching both entity names and registered agent information.

Don't forget to check for any administrative dissolutions or name changes in the corporate records. An entity might appear active in UCC filings but be dissolved or renamed in the corporate database.

Exactly. Real separate entities would have distinct assets. Identical collateral descriptions suggest either sloppy drafting or a single business using multiple entity names.

I've seen this with franchisees who create separate LLCs for each location but file blanket UCC-1s covering all locations. Could be a similar situation here.

When I had a complex multi-entity analysis like this, I used Certana.ai to upload all the UCC filings and let it compare the collateral descriptions automatically. It highlighted the overlaps and inconsistencies much faster than manual review. Really helped clarify which filings were duplicative versus legitimate.

Protective continuations are smart but expensive if you're dealing with multiple entities across different states. Make sure your client understands the costs involved.

Better to overpay for protective filings than lose lien priority due to a missed continuation. The stakes are usually too high to risk it.

Thanks everyone - this gives me a solid roadmap for sorting out the Vangarde Group situation. I'll start with the corporate records pull and secured party contact, then decide on protective continuations if needed.

Great question! For search strategy, I'd recommend starting with the state where the UCC filings were made (since that's where the collateral is likely located), then check the state of incorporation shown on any corporate documents you can find. Red flags to watch for: 1) Identical registered agents across "different" entities, 2) Sequential incorporation dates (suggests someone created multiple entities quickly), 3) Same business address for all entities, 4) Articles of incorporation with nearly identical business purposes. If you see these patterns, you're probably looking at either subsidiaries of the same parent company or filing errors rather than truly separate businesses.

Adding to Aisha's excellent advice - also look for any "assumed name" or "DBA" filings in the Secretary of State records. Sometimes what appears to be separate entities are actually just different trade names for the same underlying company. Another red flag is if the corporate records show the same officers/directors across all the "different" entities. For UCC purposes, you want to identify the actual legal entity that owns the collateral, not just the name they do business under. I learned this the hard way when I filed a UCC-1 against "ABC Services" only to discover later it was just a DBA for "XYZ Corporation LLC" - had to scramble to file an amendment before losing priority to a junior lender who got the debtor name right.