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Andre Dupont

Virginia UCC lien search showing conflicting records - need help verifying debtor matches

I'm working on a complex asset acquisition deal and ran into a mess with the Virginia UCC lien search results. The target company has been through several name changes over the past 8 years, and I'm seeing what appears to be multiple active liens under different variations of their corporate name. Some show as 'ABC Manufacturing Corp' while others list 'ABC Manufacturing Corporation' and even 'ABC Mfg Corp'. The SCC database is showing 6 different UCC-1 filings that might all be the same entity, but I can't tell which ones are actually still active vs terminated. Two of the filings have continuation statements, but the debtor names don't match exactly with the current legal entity name on their articles of incorporation. I need to figure out if these are legitimate encumbrances or just filing artifacts from the name changes. The due diligence deadline is next week and I'm worried about missing something critical. Has anyone dealt with Virginia's system when debtor names have multiple variations? The search function seems to require exact matches which isn't helping when there are abbreviations and Corp vs Corporation differences.

Virginia's UCC system is notorious for this exact issue. You're right that their search requires pretty exact matches. I've seen deals get held up because of similar debtor name variations. First thing - did you try searching each name variation separately? Sometimes the continuation statements reference the original UCC-1 filing number, so you can trace back to see if they're connected.

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Andre Dupont

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Yeah I tried multiple variations but I'm getting overwhelmed by the results. Some of the filing numbers don't seem to connect properly between the original UCC-1s and the continuations. Is there a way to verify which corporate name was actually valid at the time of each filing?

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You'll need to cross-reference with the SCC's corporate records to see what the legal name was on each filing date. It's tedious but necessary for accurate due diligence.

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Jamal Wilson

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This is exactly why I started using document verification tools. I had a similar nightmare with a Tennessee deal last year where we almost missed a $2M lien because of name variations. The manual cross-checking was taking forever and I kept missing connections between filings.

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Andre Dupont

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What kind of verification tools? I'm open to anything that can speed this up without missing critical details.

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Jamal Wilson

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I've been using Certana.ai's document checker - you can upload all the UCC filings as PDFs and it automatically cross-checks debtor names and identifies which filings are connected. It caught discrepancies I would have missed doing it manually.

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Mei Lin

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Never heard of that service but name-matching automation sounds useful for this type of situation.

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Virginia does have quirks with their UCC database. The key is understanding that continuation statements filed under slightly different debtor names can still be valid if they reference the correct original filing number. But you're right to be cautious - I've seen lenders reject deals because the UCC records looked inconsistent even when they were technically proper.

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Andre Dupont

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That's what I'm worried about. Even if the filings are technically valid, if they look messy it could spook the lender. How do you usually handle presenting this to underwriters?

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Create a clear chart showing the corporate name timeline and map each UCC filing to the correct legal entity name at the time. Include copies of the articles of incorporation for each name change.

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GalacticGuru

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Also get a title company or UCC search firm to provide an opinion letter if the records are complex. Lenders usually accept professional opinions on unclear filings.

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Amara Nnamani

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ugh virginia ucc searches are the worst. i swear their system hasn't been updated since 2010. the search function is so literal that if you're off by one character it won't find anything. have you tried using wildcards or partial name searches?

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Andre Dupont

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I don't think Virginia's system supports wildcards, but I haven't tried every option. Their help documentation is pretty sparse.

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Amara Nnamani

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yeah no wildcards. you basically have to know exactly what you're looking for. it's frustrating when you're trying to be thorough.

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I deal with Virginia UCC filings regularly and the name variation issue comes up constantly. One trick is to pull the debtor's credit report - it usually shows all the legal names they've operated under and the approximate dates. That can help you figure out what name was valid when each UCC was filed.

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Andre Dupont

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Good idea. I have access to their credit file through the acquisition process. I'll cross-reference the trade lines with the UCC filing dates.

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Exactly. The credit report timeline usually correlates with corporate name changes and can help validate which UCC filings are legitimate.

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That's smart. I never thought to use credit reports for UCC verification but it makes sense for establishing name timelines.

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Dylan Cooper

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Are you sure all 6 UCC-1 filings are even related to your target company? Sometimes common business names can create false positives in searches. I'd verify the addresses and secured party information to make sure they're actually the same entity.

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Andre Dupont

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I checked the addresses and they match the company's historical locations. The secured parties are different lenders but that makes sense given their financing history.

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Dylan Cooper

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Okay so they're likely all legitimate. In that case you really need to trace each filing carefully to see which ones are still active.

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Sofia Morales

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Had almost the identical situation with a Virginia company last month. Ended up finding that 3 of the 5 UCC filings I was worried about had actually been terminated, but the termination statements were filed under slightly different debtor names so they didn't show up in the basic search results. You might want to search specifically for UCC-3 termination statements using each name variation.

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Andre Dupont

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That's a great point. I was focusing on the UCC-1s and continuations but didn't think to search specifically for terminations under different name variations.

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Sofia Morales

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Yeah Virginia's system doesn't always link terminations to the original filings visually, so you have to search for them separately. Pain in the ass but necessary.

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Jamal Wilson

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This is another reason I like the automated verification - it picks up termination statements that reference the original UCC-1 even when the names don't match exactly.

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StarSailor

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Check if any of the UCC-1 filings have lapsed due to non-continuation. In Virginia, you need to file a continuation statement within 6 months before the 5-year anniversary or the lien becomes ineffective. If some of the older filings don't have continuations, they might be automatically terminated.

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Andre Dupont

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Good point. I'll calculate the 5-year dates for each filing and see which ones should have continuation statements.

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StarSailor

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Exactly. That might eliminate some of the confusing filings if they've lapsed naturally.

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Dmitry Ivanov

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I've been doing UCC searches in Virginia for 15 years and this is a common problem. The state really needs to upgrade their system to handle fuzzy name matching. For now, your best bet is to be exhaustive with name variations and document everything clearly for your lender.

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Andre Dupont

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Any specific naming conventions I should watch out for? Like do they treat 'Corp' and 'Corporation' as different entities?

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Dmitry Ivanov

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Yes, Corp vs Corporation are treated as completely different names. Also watch for LLC vs Limited Liability Company, Inc vs Incorporated, and any punctuation differences like commas or periods.

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Don't forget about doing, business as names too. Sometimes UCC filings use the DBA instead of the legal entity name.

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Ava Garcia

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This thread is giving me anxiety about a Virginia UCC search I need to do next week. Sounds like a nightmare to get accurate results.

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Dmitry Ivanov

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It's not that bad if you're systematic about it. Just plan extra time for thorough searching.

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Ava Garcia

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I guess I'll block out a full day instead of the few hours I was planning.

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Andre Dupont

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Update: I ended up finding 2 termination statements that weren't showing up in the initial search results. Used the document verification tool someone mentioned and it helped identify which filings were actually connected. Still have 3 active liens to deal with but at least now I have a clear picture of what's actually encumbering the assets. Thanks for all the suggestions.

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Jamal Wilson

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Glad the verification tool helped! It's saved me so much time on complex UCC due diligence.

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Good outcome. Having a clear picture is half the battle with these multi-entity situations.

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