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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.
How does that work exactly? Do they review the corporate structure?
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.
Another one for the 'learned it the hard way' file. Thanks for updating us with the solution.
Perfect example of why document verification tools are so valuable. Would have caught this fee discrepancy immediately.
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.
Been doing equipment financing in Texas for 15 years. Your situation sounds routine - 3 days is well within the PMSI grace period. The mobile nature of construction equipment actually makes things easier because you don't have to worry about fixture filing complications. Texas UCC Article 9 handles mobile equipment very straightforwardly.
Main thing is keeping your continuation filings current. Texas sends reminders but don't rely on them. Set your own calendar alerts.
Also watch out for name changes. Texas LLCs change names more often than you'd think, and you need to file amendments promptly.
As someone new to Texas UCC Article 9 filings, this thread has been incredibly helpful! I'm working on my first equipment financing deal and was worried about the timing requirements. Based on what everyone's saying, it sounds like the 20-day PMSI grace period should cover most situations. Quick question - when you all mention "exact debtor name matching," are you referring to the name as it appears on the Texas Secretary of State business registration, or should I also check other sources? Want to make sure I don't run into the rejection issues that others have mentioned.
Welcome to Texas UCC filings! You're absolutely right to be careful about debtor names - that's where most rejections happen. I always check the Texas Secretary of State business database first (SOSDirect), but also cross-reference with your loan documents and any corporate resolutions. The key is using the exact legal name as registered with Texas SOS, including all punctuation and spacing. If there's any doubt, I'll often call the SOS office directly to confirm the correct format. Better to spend 10 minutes verifying than deal with rejection delays. Also, keep copies of your name verification searches - they're helpful if questions come up later during audits or bankruptcy proceedings.
UPDATE: Got it sorted out! Called the UCC office directly and they told me to file a paper UCC-3 with copies of the merger documents attached. The online portal just can't handle corporate successor situations properly. Paper filing was accepted within 48 hours. Thanks everyone for the help - saved me a lot of frustration!
Glad you got it resolved! This is a perfect example of why I always recommend checking with the UCC office directly for complex amendments. The online portals are great for straightforward filings, but they often can't handle the nuances of corporate transactions. For anyone else facing similar issues, it's worth noting that paper filings with supporting documentation are usually the most reliable path for merger-related name changes. The extra time and postage is worth avoiding multiple rejection cycles.
CosmicCowboy
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.
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Oliver Schulz
•Agreed. The stakes are too high to rely on manual checking alone, especially with complex financing arrangements.
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Natasha Orlova
•We started double-checking everything after a rejected filing delayed our equipment purchase by three weeks. Expensive lesson learned.
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Molly Chambers
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.
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Logan Scott
•That's a great point about M&A due diligence that I hadn't considered. Having all security interests publicly searchable must save enormous amounts of time and reduce legal costs during acquisitions. It's amazing how this filing system benefits so many different aspects of commercial finance beyond just the original lender-borrower relationship.
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