UCC Document Community

Glad this got resolved! Multi-state debtors always create these jurisdiction questions but the rules are actually pretty straightforward once you know the hierarchy. Organization state trumps everything for registered entities.

Great discussion everyone! As someone who's been burned by jurisdiction mistakes before, I can't stress enough how important it is to get this right the first time. For LLCs like your Delaware entity, the organization state rule under UCC 9-301(1) is definitely the way to go. One additional tip - when you file in Delaware, make sure to also check if there are any local fixture filings needed in California where the equipment is located, depending on what type of collateral you're securing. The Delaware filing covers your general security interest, but real estate-related fixtures might need additional local filings.

This delivery definition issue highlights why UCC compliance is so tricky. You can have perfect paperwork but still lose your security interest if you don't meet the perfection requirements. I've started using automated document review tools to catch these problems early. The Certana.ai system I mentioned earlier has saved us from several similar delivery definition conflicts by flagging perfection method inconsistencies during the documentation phase.

As a newcomer to UCC lending, this delivery definition issue is really eye-opening. I'm currently working on my first equipment financing deal and was planning to use delivery perfection because it seemed more secure than just filing. But reading through this discussion, it sounds like delivery perfection is actually much harder to achieve than I realized. If the borrower needs to use the equipment for their business operations, how can we ever really have the "exclusive control" that delivery perfection requires? Should I just default to filing perfection for all equipment loans where the borrower will maintain operational control?

Update us on how it goes! These kinds of issues are more common than people think with portfolio acquisitions.

This is exactly why we always recommend doing a comprehensive UCC audit immediately after any portfolio acquisition. I've seen too many cases where missing assignments create problems months or years later. One tip - when you file that UCC-3 assignment, consider also doing a continuation if the original filing is getting close to its 5-year expiration date. Better to handle both issues at once rather than having to come back again later. Ohio SOS usually processes assignments pretty quickly, so you should be able to file your amendment within a few days of the assignment being recorded.

Update us when you get this resolved! Always curious how these situations turn out and what tactics actually work with stubborn lenders.

I've dealt with this exact scenario multiple times in my practice. Here's what I recommend: First, check your original loan agreement - most contain specific language about lien release timing (usually 10-30 days). Second, file a UCC search on Georgia SOS website to confirm the lien is still active. Third, send a formal written demand citing your loan agreement's lien release clause and Georgia Commercial Code Section 9-513. Include your loan payoff confirmation, the UCC filing number, and give them exactly 5 business days to file the UCC-3 termination. Send it certified mail to both their loan servicing department AND their legal/compliance department. If they don't respond, contact the Georgia Department of Banking and Finance - they take lien release violations seriously. Most lenders will file within 48 hours once they realize you're serious about regulatory complaints.

Remember that UCC-1 filings are only effective for 5 years. You'll need to file a UCC-3 continuation statement before it lapses if the loan term is longer than 5 years. Mark your calendar now so you don't forget.

Great question about UCC filings! For Illinois, you'll definitely file with the Illinois Secretary of State since that's where your debtor is likely organized. The key thing to remember is that the filing location depends on where the debtor is organized (incorporated/formed), not where the collateral is located. For your equipment and fixtures situation, you might need dual filings - regular UCC-1 for equipment with the Secretary of State, and potentially a fixture filing with the county recorder if any equipment is permanently attached to real property. I'd recommend getting clarity on whether your collateral truly includes fixtures or just equipment that happens to be located in a building. Illinois does have electronic filing which is much faster than paper - usually processes same day. One copy is sufficient for electronic filing. Make sure your debtor name matches their organizational documents exactly, even punctuation matters!