state of florida ucc search problems with debtor name variations

Good point about the DBA angle. I hadn't thought to cross-reference those. Do you know if Florida requires exact name matches or do they have some fuzzy matching logic built in?

Florida is pretty strict on exact matches unfortunately. That's why you're probably missing filings. I usually run 8-10 different name variations minimum for any M&A due diligence.

That's exactly what I'm worried about - the 'lazy filing attorney' scenario. This company was originally a partnership, then became an LLC, then a corporation. Each transition could have filings under different names.

OMG yes this is so frustrating! I spent 6 hours last month trying to track down all the UCC filings for a restaurant chain that kept changing names. Ended up finding 3 additional liens I almost missed.

Restaurant chains are the worst for this! They rebrand constantly but the UCC filings stay under old names. Always check the corporate history with the Secretary of State first.

Interesting - I haven't heard of that tool. Does it actually search the state databases or just verify what you upload to it?

It's more for verification - you upload the PDFs of what you find and it cross-checks everything for consistency. But it definitely helps identify when you might be missing filings based on name variations in the docs you have.

That actually sounds really useful. I've been doing manual comparisons between articles of incorporation and UCC-1s but always worried I'm missing subtle differences.

I didn't think about fixture filings - this company does have real estate. How do I search for those specifically in Florida?

In Florida you need to check both the UCC system and sometimes county real estate records for fixture filings. It's a pain but equipment financing on real estate often gets filed as fixtures.

Don't forget about ampersands vs 'and' - I've seen filings where someone used & and others used 'and' for the same company. Florida treats those as different names.

Great point! Punctuation differences are huge in Florida. Also spaces - some filers leave out spaces between words or add extra ones.

This is giving me anxiety about a search I did last week... now I'm wondering if I missed something important.

Delaware spoils you with their system. Then you try to do searches in Florida or Mississippi and want to cry.

Mississippi is even worse! At least Florida has online searching. Some states still make you mail in requests.

That's reassuring to hear. I'm definitely going to look into that verification tool. Better safe than sorry with a deal this size.

Smart move. I learned the hard way that missing a UCC filing can blow up a deal at the last minute. Document verification tools are worth their weight in gold.

That's brilliant! I already have their credit reports from the initial due diligence. I'll cross-reference those secured creditors against my UCC findings.

Exactly. Credit reports don't lie about secured debt. If it's on there, there should be a UCC filing somewhere. Just helps confirm you've found everything.

Good catch - this company does have a parent holding company. I should search under that name too.

Yeah and don't forget guarantor situations. Sometimes the UCC is against individual guarantors instead of the company.

Look at the addresses and collateral descriptions. Usually pretty obvious if it's the same company or not. Also check the secured party - if it's the same lender for similar collateral, probably the same debtor.

This is another area where document verification tools help. They can flag when addresses or other details don't match between filings with similar names.

Makes sense. I've been looking at addresses but some of these companies have moved several times so that's not always reliable.