UCC Document Community

Consider building the search costs into your due diligence budget from the start next time. I always estimate $35-40 per entity for Delaware searches to account for any additional fees or rush processing.

I feel your pain on the Delaware search costs! I just went through this same situation last month with a deal involving 18 Delaware entities. One thing that helped me was creating a priority matrix - I identified which entities were most likely to have secured debt based on their business operations and financial statements, then did the full certified searches on those first. For the smaller/dormant subsidiaries, I started with the $10 informational searches that Dominic mentioned, which helped me eliminate about 6 entities that clearly had no filings. Also, consider asking the seller to provide their own UCC search results as part of their disclosure package - it won't replace your independent searches but can help you focus your efforts on entities where there might actually be something to find.

This thread is making me paranoid about our own UCC filings! We've always used basic inventory language but now I'm wondering if we should be more specific. The UCC inventory definition seems straightforward but apparently the filing offices don't think so.

For electronics retail with repair services, I'd recommend this language: "all inventory including but not limited to: (a) finished goods and merchandise held for sale or lease in the ordinary course of debtor's retail electronics business, (b) raw materials and replacement parts, (c) work in process, and (d) supplies used or consumed in the business, whether now owned or hereafter acquired." This covers all the UCC inventory definition categories and should address Delaware's concerns about specificity. I've seen similar language work well for mixed retail/service businesses.

Just want to add that while UCC-1 filings seem straightforward, getting the details right is crucial. Small errors in debtor names or collateral descriptions can void the entire filing. I've seen deals fall apart because of seemingly minor mistakes that weren't caught until too late.

The UCC-1 filing system also serves as a critical component for due diligence in mergers and acquisitions. When companies are being acquired, buyers need to understand all existing security interests and liens against assets. The public nature of UCC-1 filings makes this process much more transparent and efficient than it would be if these interests were only documented in private contracts. This transparency ultimately benefits the entire commercial lending ecosystem by reducing uncertainty and transaction costs.

I learned the hard way to always double-check UCC 1-301 choice of law issues with a verification tool. Almost made a costly mistake on a Delaware corp by filing in the wrong state. Now I upload everything to Certana.ai first - their document checker caught the jurisdiction error before I filed.

This is a great example of why UCC 1-301 choice of law analysis requires careful attention to each component separately. For your Delaware corporation, you're absolutely right to file the primary UCC-1 in Delaware regardless of where operations are located. The Texas choice of law clause in your loan agreement will govern contract interpretation and remedies, but Article 9's location rules control where you perfect your security interest. With mobile equipment crossing state lines regularly, I'd recommend setting up a monitoring system to track when equipment stays in any state for extended periods - the 4-month rule can sneak up on you quickly. Also consider whether any of your collateral might qualify for certificate of title perfection in certain states, which could override the UCC filing requirements entirely.

UPDATE: Finally got it figured out! Turns out there was indeed an additional corporate name change fee that wasn't listed in the main fee schedule. Found it buried in a separate document on their website. The total fee was about 40% higher than the basic UCC-3 rate. Thanks everyone for the suggestions - especially the tip about checking for secondary fees.

This is such a common issue! I've found that many states have these "hidden" fee categories that aren't obvious from the main portal. For corporate name changes specifically, I always check if there's a separate "entity amendment" or "corporate restructuring" fee on top of the standard UCC-3 fee. Some states also charge extra if you need to include supporting documentation like articles of amendment. Have you tried looking at the state's UCC forms manual or calling their filing office directly? Sometimes the phone support can walk you through the exact fee breakdown for your specific situation.