Ask the community...
- DO post questions about your issues.
- DO answer questions and support each other.
- DO post tips & tricks to help folks.
- DO NOT post call problems here - there is a support tab at the top for that :)
Join the conversation
Join the conversation
This whole thread is making me realize I need to brush up on my 9-307 knowledge. The jurisdictional stuff always makes my head spin but I can't avoid it in this line of work.
The ALI has some good practice materials on UCC Article 9 geography rules if you want a deeper dive. Also recommend the Permanent Editorial Board commentaries.
Thanks for the recommendations! Always looking for good reference materials.
Bottom line for your situation - Delaware UCC-1 filing should be correct since that's where the debtor is organized and remains registered. Just make sure you monitor their organizational status going forward and have a plan if anything changes with their Delaware registration.
I'm new to UCC filings and this discussion has been incredibly helpful! Just to make sure I understand correctly - even though the debtor moved their operations to Colorado, we ignore that completely for filing purposes as long as they maintain their Delaware corporate registration? The physical location of business activities doesn't matter at all under 9-307?
That's exactly right! For registered organizations (like corporations and LLCs), the physical location of operations is irrelevant under UCC 9-307(e). The law of the state where the debtor is "located" governs perfection, and registered organizations are located in their state of organization - period. The only time you'd look at physical locations like chief executive office is for unregistered organizations under 9-307(f), or in the rare case where a registered organization's status becomes questionable. So yes, Colorado operations = irrelevant for your Delaware corp filing decision.
Join the conversation
One more suggestion - if you're really concerned about timing, you could file a protective continuation statement with the corrected debtor name while you're working on the amendment. Some attorneys recommend this approach for high-value collateral when you're near the deadline. Just make sure you work with someone who knows Alabama UCC law.
That's solid advice. The protective filing approach can buy you time while you sort out the technical issues.
Just be careful about duplicate filings. Some states flag those but Alabama usually handles it well if you explain the situation.
I've been through similar UCC name matching nightmares and feel your pain! For what it's worth, I've found that Alabama's Secretary of State office is actually pretty reasonable to work with on these issues. Before you go the amendment route, you might want to call their UCC division at (334) 242-5324 and explain your situation. Sometimes they can provide informal guidance on whether your continuation would be accepted with the name discrepancy, especially since it's just punctuation. Also, definitely second the suggestion about using document verification tools - I've started running all my UCC filings through automated checks before submission and it's saved me multiple headaches. The stress of potentially losing a security interest on that much collateral is no joke. Hope you get this sorted quickly!
Thanks for sharing that direct phone number for Alabama's UCC division! That's incredibly helpful. It's good to know they might be reasonable about punctuation-only discrepancies. I'm definitely going to try calling them first before filing any amendments - could save us time and money if they'll accept the continuation as-is. Really appreciate the practical advice from someone who's been through this before.
Join the conversation
Arkansas Secretary of State website has been having technical issues all month. I couldn't even access the UCC portal for three days last week. Their IT infrastructure is apparently held together with prayers and good intentions.
Don't even get me started on their portal crashes during busy filing periods.
At least when it crashes you know it's broken. The search database fails silently so you don't know if your filing is missing or just not indexed.
I've been dealing with Arkansas UCC filings for about 8 years and this search database lag is unfortunately their "normal" - not great, but normal. What I've learned to do is immediately after getting filing acceptance, I screenshot/print three things: 1) the acceptance email/notice, 2) the direct document link showing it's filed, and 3) the timestamp showing filing date. Then I proactively send these to lenders with a note explaining Arkansas's search indexing delays. Most experienced lenders know about this issue, but it saves everyone headaches when you get ahead of it. Your perfection is solid - it's just Arkansas being Arkansas with their tech infrastructure.
Join the conversation
Pro tip: print or save copies of everything you find, including the search results pages showing 'no filings found' for specific name variations. Your attorneys will want documentation of the entire search process, not just the filings you discovered.
Yeah, it shows due diligence completeness. Also date-stamp everything since UCC filings can change between your initial search and closing.
I usually do a final search right before closing too, just to make sure no new filings appeared during the deal process.
This is incredibly helpful - I'm dealing with my first Georgia UCC search and was feeling overwhelmed by all the potential pitfalls. The name variation issue seems like the biggest risk. I'm going to start by getting a complete list of all historical names from the corporate records, then systematically search each variation. Does anyone know if Georgia has any specific timing requirements for when UCC-1 amendments or terminations have to be filed after loan payoffs? Want to make sure I'm not looking at liens that should have been released but just weren't properly terminated in the system.
Great question about termination timing! In Georgia, there's no specific statutory deadline for lenders to file UCC-3 termination statements after loan payoff - it's typically governed by the loan agreement terms. Most agreements require termination within 30-60 days of payoff, but enforcement is spotty. I'd recommend getting payoff letters from any lenders shown in active UCC-1s, and if you see filings that should have been terminated based on loan payoff dates, you can request the lender file the termination or get a written statement that the debt has been satisfied. This protects you even if the UCC filing is still technically active in the system.
Yuki Tanaka
This whole thread confirms my suspicion that equipment finance is one of the most misunderstood areas of UCC practice. Too many people assume 'lease' means no filing required, when the reality is much more complex. Thanks for the practical insights everyone - definitely going to review our internal procedures.
0 coins
Esmeralda Gómez
•Glad this was helpful! Equipment finance UCC issues are definitely underappreciated in terms of complexity.
0 coins
Klaus Schmidt
•Yeah, the terminology confusion alone creates so many problems. 'Finance lease' sounds like it should be simple, but it's actually one of the trickier areas.
0 coins
Zoe Papadakis
This resonates so much! I'm relatively new to UCC filings (about 2 years in) and equipment finance has been the steepest learning curve. What really helped me was creating a simple flowchart based on the UCC 1-203 factors - nominal buyout option, lease term vs useful life, total payments vs fair value. I laminated it and keep it on my desk because I was constantly second-guessing myself on borderline deals. The hardest part is explaining to clients that their 99% finance lease with a $1 buyout is absolutely a secured transaction regardless of what their accountant calls it. Anyone have tips for tactfully educating long-term clients who've been doing it wrong for years?
0 coins