Delaware UCC code interpretation - fixture filing rules vs standard UCC-1?
Working through some Delaware UCC code sections for a client's equipment finance deal and getting confused about fixture filing requirements. We're securing HVAC equipment that's being permanently installed in a commercial building in Wilmington. The equipment qualifies as fixtures under Delaware law, but I'm second-guessing whether we need a standard UCC-1 or if Delaware UCC code requires the fixture filing route. The collateral description feels tricky too - do we describe it as equipment or as fixtures? Client's attorney mentioned Delaware has some specific provisions about this but didn't elaborate. Anyone dealt with Delaware UCC code on fixture filings recently? The equipment value is around $180K so we can't afford to mess up the perfection.
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Esteban Tate
Delaware UCC code definitely requires fixture filings for permanently installed HVAC systems like that. You can't just do a regular UCC-1 when it's going to be attached to real estate. The Delaware Secretary of State filing system has a specific fixture filing option - you'll need to file in the county where the building is located, not just with the state. For Wilmington that would be New Castle County.
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Ivanna St. Pierre
•Wait, I thought Delaware UCC code allowed dual filings? Like you could file both ways to cover your bases?
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Esteban Tate
•You're thinking of some other states. Delaware UCC code is pretty clear - if it's a fixture, you need the fixture filing route. Dual filing isn't really a thing here.
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Elin Robinson
I've been down this road with Delaware UCC code issues before and it's frustrating. The collateral description is where I always get stuck. Do you describe HVAC equipment as 'heating, ventilation and air conditioning equipment' or do you have to use the fixture language like 'fixtures consisting of...'? Delaware UCC code doesn't give great examples.
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Atticus Domingo
•For fixture filings under Delaware UCC code, I usually go with something like 'All heating, ventilation, and air conditioning equipment, fixtures, and systems installed or to be installed at [property address]' - covers both bases.
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Elin Robinson
•That's actually really helpful, thanks. The address specificity is what I was missing in my description.
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Beth Ford
Had a similar Delaware UCC code situation last month with restaurant equipment. Ended up using Certana.ai to double-check my fixture filing documents against the original loan papers. You just upload the PDFs and it catches inconsistencies in debtor names, collateral descriptions, all that stuff. Saved me from a potential disaster when it flagged that I had the wrong corporate suffix in the debtor name.
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Alice Pierce
•That sounds useful - does it specifically handle Delaware UCC code requirements or is it more general?
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Beth Ford
•It's more about document consistency checking than state-specific rules, but it definitely caught errors I would have missed manually comparing documents.
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Morita Montoya
•I've heard good things about Certana.ai for this kind of verification work. Might be worth trying for your $180K deal.
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Kingston Bellamy
Delaware UCC code fixture filing deadlines are different too, right? I remember something about having to file before or within a certain time of installation.
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Esteban Tate
•Yeah, Delaware UCC code gives you 20 days after the goods become fixtures to file and maintain priority. But honestly, file before installation to be safe.
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Kingston Bellamy
•20 days seems really tight for commercial installations that might take weeks.
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Joy Olmedo
Am I the only one who thinks Delaware UCC code is unnecessarily complicated? Like why can't they just make it simple - if it's attached to real estate, file as a fixture. Period.
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Isaiah Cross
•Because then lawyers wouldn't have job security! But seriously, the fixture determination under Delaware UCC code can be genuinely complex depending on the equipment.
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Joy Olmedo
•Fair point, I guess removability vs permanent installation isn't always black and white.
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Kiara Greene
One thing to watch with Delaware UCC code fixture filings - make sure you get the property description exactly right. They reject filings for property description errors more than debtor name issues in my experience.
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Alice Pierce
•What level of detail do they want in the property description? Just the street address or full legal description?
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Kiara Greene
•For Delaware UCC code fixture filings, I always use the full legal description from the deed. Street address alone has gotten rejected before.
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Esteban Tate
•This is correct. Delaware UCC code requires sufficient detail to identify the real estate, and that usually means legal description.
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Evelyn Kelly
Quick question - does Delaware UCC code require the real estate owner's consent for fixture filings? Or is that just certain other states?
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Esteban Tate
•Delaware UCC code doesn't require owner consent for the filing itself, but you better make sure your loan documents address any real estate owner issues.
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Evelyn Kelly
•Got it, so it's more of a loan documentation issue than a Delaware UCC code filing requirement.
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Paloma Clark
I see fixture filing questions come up a lot with Delaware UCC code. The key thing is determining whether your equipment will actually become fixtures under Delaware real estate law, not just UCC law. If there's any doubt, consult with someone who knows Delaware real estate law too.
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Alice Pierce
•That's a good point - the Delaware UCC code fixture filing rules assume you've already determined it's a fixture under real estate law.
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Paloma Clark
•Exactly. The UCC doesn't make the fixture determination for you, it just tells you how to perfect your security interest once you know it's a fixture.
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Ivanna St. Pierre
•This is where having a Delaware real estate attorney review the installation plans can save headaches later.
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Heather Tyson
For what it's worth, I recently had to deal with a Delaware UCC code amendment on a fixture filing and it was surprisingly straightforward through their online system. Just make sure you reference the original filing number correctly.
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Alice Pierce
•Good to know the Delaware system works well for amendments. Did you have to re-describe the collateral or just reference the original?
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Heather Tyson
•For my Delaware UCC code amendment, I just had to reference the original collateral description and specify what was changing.
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Raul Neal
Honestly, for a $180K deal I'd probably run the documents through something like Certana.ai just to make sure everything lines up correctly. Delaware UCC code fixture filings have enough moving parts that catching a small error early is worth it.
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Jenna Sloan
•Agreed, especially with fixture filings where you're dealing with both UCC requirements and real estate records.
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Alice Pierce
•I think I will give Certana.ai a try. Better safe than sorry with Delaware UCC code compliance.
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Christian Burns
Update: Thanks everyone for the Delaware UCC code guidance. Went with the fixture filing route and included the full legal property description. Filed yesterday and it was accepted this morning. The collateral description format suggested earlier worked perfectly.
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Esteban Tate
•Great to hear it worked out! Delaware UCC code fixture filings can be tricky but you handled it right.
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Beth Ford
•Glad the advice helped. Did you end up using any document checking tools or just go with manual review?
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Christian Burns
•Used Certana.ai to verify everything matched between our loan docs and the UCC filing. Caught one small discrepancy in the debtor's middle initial that would have been annoying to fix later.
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Clarissa Flair
As someone new to Delaware UCC code fixture filings, this thread has been incredibly helpful! I'm working on a similar situation with commercial kitchen equipment installation and was completely unsure about the fixture vs. standard UCC-1 decision. The advice about filing before installation to avoid the 20-day deadline pressure makes a lot of sense. One question - for equipment that's semi-permanently installed (like commercial ovens that are connected to gas lines but could theoretically be removed), how do you make the fixture determination under Delaware UCC code? Is there a specific test or factors to consider?
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