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Diligence · The public lien record

UCC Filing

A public notice of a creditor's claim on assets, revealing every lien before closing.

A UCC filing (a UCC-1 financing statement) is a public notice a lender files with the state to perfect and announce its security interest in a borrower's assets. A UCC lien search shows every creditor with a recorded claim on a business you're buying.

Worked example

UCC-1 search results on a seller
FilingSecured partyStatus
UCC-1 (2021)Equipment finance co.Active, needs payoff
UCC-1 (2019)Prior working-capital lenderStale, paid, not terminated

The 2019 filing is satisfied but never released; the seller files a UCC-3 termination so title transfers clean.

Why it matters when buying a business

A UCC search is a standard, cheap diligence step that surfaces hidden debt against the assets. Any active lien must be paid off or released before closing, and your SBA lender will file its own UCC-1 to secure its collateral in first position. Skipping the search is how buyers inherit someone else's debt.

Related terms & guides

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Educational only, not financial, legal, or tax advice. Have a qualified attorney order and interpret UCC searches before closing.