Give public-record diligence a defined scope
Public-record work checks identified records for issues that may affect the transaction. It complements contract, corporate, financial, tax and operational review. A search result is evidence to investigate, not a warranty that the target has no liabilities.
The hub table lists each search type, where it is kept, and what it does not show.
For the complete request list use the national diligence checklist. For sequencing and responsibilities use the diligence process guide.
Which records answer which questions?
The hub lists each search type, where the record is kept, and what the search does not show. Start at the search types table on the hub.
This page keeps one fictional finding and follows it to the closing record.
Public access and professional review solve different problems
Buyers can access public sources. PACER provides access to federal court records, and state systems such as Michigan's UCC search portal provide filing searches. Registration, fees and coverage vary. Commercial providers may help with multi-jurisdiction work; access and service terms depend on the provider.
The reason to involve counsel is to scope the investigation, interpret findings and connect unresolved issues to the documents. Do not assume that every lender requires an “attorney-certified” report or that a buyer is prohibited from accessing public records. Ask the lender what evidence it requires and who may provide it.
For an organization formed under state law, its jurisdiction of organization is an important UCC starting point, but debtor type, collateral, history and applicable law can change the analysis. See UCC 9-307 and the relevant state's enacted law. Do not substitute a search of the operating address for that analysis.
Fictional example: a filing against the seller
A buyer reviewing an asset purchase finds a financing statement naming the seller and describing equipment included in the sale. The seller says the loan was repaid. That statement needs supporting evidence; it does not establish that the filing is stale or that the buyer can ignore it.
| Stage | Work to complete | Record to carry forward |
|---|---|---|
| Identify | Match the debtor, filing number, collateral description and amendments to the target. | Search scope and copies of relevant records. |
| Investigate | Request debt documents and confirmation of the secured party's position through appropriate contacts. | Written status/payoff information; unresolved questions. |
| Document | Have counsel determine the releases, authority and closing conditions needed; coordinate the lender and funds flow. | Agreed payoff/release documents and assigned closing tasks. |
| Verify | Check execution, required delivery/filing and evidence of completion. | Closing record and any approved follow-up in the obligations register. |
A holdback is not automatically a substitute for a required release. If the issue cannot be resolved as required, the team must decide whether and on what terms the transaction can proceed. For the focused response checklist, see UCC lien found after the LOI. Michigan's official UCC FAQ explains its filing and termination process; requirements must be checked in the applicable jurisdiction.
What the buyer brought to counsel in this example
- The LOI or purchase draft, transaction structure and next deadline.
- Target entity names, organization history and known former names.
- Asset lists, existing searches, discovered filings and seller explanations.
- The lender's requested searches and closing evidence.
- People responsible for follow-up and any restrictions on contact with the seller's creditors.
See legal due diligence services for scope, and use the closing-obligations register for approved continuing tasks. Keep source records and unresolved questions with the deal file.
Questions before the next step
Can a buyer search public records directly?
Yes. Public systems include PACER and state filing portals. Availability, fees and coverage differ. Professional review helps determine scope and the consequences of a finding.
Does a UCC financing statement on file mean the debt is still owed?
Under the official text of UCC Article 9, a financing statement is sufficient only if it gives the debtor name, the secured party name, and an indication of the collateral. Investigate the underlying obligation, the collateral and the current status, including amendments and release requirements. Do not treat a filing or an informal seller explanation as the complete answer.
Legal counsel for this topic
Acquisition Stars handles M&A transactions nationwide and works with securities counsel on securities matters. Alex Lubyansky leads the M&A engagements.
Closest fit for this topic Due diligence attorney Legal due diligence for acquisitions and divestitures.