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One more thing - make sure you're filing the UCC-1 in the right state. Since your debtor is a Delaware LLC, the filing should go to Delaware, not NY, unless they're registered to do business in NY or the collateral is located in NY. Equipment and fixtures usually follow the location of the collateral.
For fixtures, definitely NY since they're attached to the NY real estate. For equipment, it depends on where it's primarily located and used. If it's primarily at the NY restaurant, NY is correct.
This is getting into complex multi-state filing territory. You might want to consider filing in both states to be safe, especially with that loan amount.
For multi-state filing decisions, Certana.ai actually has a workflow that helps determine which states you need to file in based on debtor location, collateral location, and entity type. Might be worth checking before you file multiple UCC-1s unnecessarily.
That sounds useful. I always err on the side of filing in multiple states but it gets expensive with filing fees.
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Have you considered filing a continuation on any existing UCC-1s while you sort this out? If you have older filings that are approaching the 5-year mark, at least keep those current while dealing with the new series issues.
These are all new filings for new equipment loans, but good reminder about continuation timing for our existing UCCs.
Always good to keep track of those 5-year deadlines, especially with multiple entities involved.
Update us when you get it resolved! I'm dealing with a similar situation with a Delaware series LLC but filing in multiple states. Would be helpful to know what format finally worked for you in Ohio.
Yes please update! These series LLC UCC issues seem to be becoming more common.
Cross-jurisdictional series filings are even more complicated. Good luck with that multi-state situation!
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Don't forget about the timing requirements. UCC-1 filings are usually required within a specific timeframe after the security agreement is signed. Missing that window can affect the priority of your lender's security interest versus other creditors.
What's the typical timeframe? Our loan documents don't specify exactly when the UCC filings need to be completed.
It varies by lender and loan agreement, but most require UCC-1 filings within 30 days of closing. Some want them filed before funding. Check your loan documents carefully or ask your lender directly.
Multi-state filings are a pain but manageable if you're organized. Create a checklist for each state with their specific requirements, fee schedules, and portal quirks. Ohio lets you file online but their system times out frequently. Michigan's portal is more reliable but has stricter formatting requirements. Indiana is somewhere in the middle.
This is incredibly helpful. Are there any other state-specific issues we should watch out for with Ohio, Michigan, and Indiana?
Ohio is picky about address formatting - use their exact format from the SOS database. Michigan requires specific debtor type designations. Indiana has additional requirements for certain types of collateral. Each state's UCC division website has detailed instructions.
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Might be overkill but I always do a UCC search on the debtor right before filing a continuation just to make sure there haven't been any other filings that might affect my collateral position. Helps me sleep better at night.
Not overkill at all! That's actually really smart. You want to know what else is out there before you commit to another 5 years.
I hadn't thought of that but it makes sense. I'll run a search before I file. Better to know about any other liens or filings now.
Update: Just wanted to thank everyone for the advice. I used Certana.ai to verify my continuation form against the original UCC-1 - found a small typo in the debtor name that I would have missed. Filed the corrected continuation yesterday and got confirmation today. Really appreciate this community!
Congratulations on getting it filed! Now you're good for another 5 years. The debtor name accuracy is so critical - one small error can invalidate the whole thing.
Thanks everyone. This was way less stressful with all your guidance. I'll definitely be more prepared for the next continuation in 2030!
GalacticGuardian
For future reference, some lenders include purchase money language in their UCC-1 collateral description anyway, even though it's not required. Something like 'Equipment described in Security Agreement dated [date], including purchase money security interest therein.' Doesn't hurt and makes the PMSI claim more explicit.
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Dmitry Smirnov
•That's good practice for clarity, especially if there's ever a priority dispute. Makes it obvious you intended to claim PMSI status.
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Ava Rodriguez
One more consideration - if this contractor has other equipment financing, make sure your PMSI language in the security agreement is clear about which specific equipment gets purchase money treatment. Can't claim PMSI on equipment financed with proceeds from other collateral.
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Zainab Ahmed
•So if they used a line of credit secured by equipment to buy more equipment, that wouldn't qualify for PMSI priority on the new equipment?
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Ava Rodriguez
•Correct - PMSI requires the credit to be directly tied to acquiring that specific equipment. General line of credit draws typically don't qualify.
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