UCC 1-301 choice of law confusion - which state governs my multi-state collateral?

UCC 1-301 can be tricky with mobile collateral. Generally the debtor's location governs, but with equipment that moves around you might need multiple filings. What type of equipment are we talking about?

I had a similar UCC 1-301 headache last year. The choice of law for the security agreement itself can be different from where you need to file to perfect. Texas law might govern the agreement terms but you still need to file where the debtor is located or where the collateral will be.

Delaware incorporation doesn't matter for UCC 1-301 purposes - you need to look at where the debtor's chief executive office is located. Sounds like that would be Texas in your case.

UGH this is exactly why I hate multi-state deals. The UCC 1-301 rules are supposed to provide clarity but they just create more confusion. I've seen deals fall apart because someone filed in the wrong state and didn't catch it until default.

For registered organizations like your Delaware corp, UCC 1-301 says you file where they're incorporated - Delaware in this case. The Texas headquarters doesn't change that. But with mobile equipment you might also need to consider fixture filings if any of it becomes attached to real estate.

Been doing UCC filings for 15 years and UCC 1-301 still trips people up regularly. The key thing to remember is that choice of law in your loan agreement affects contract interpretation, but Article 9 has its own rules for where to file. Two completely separate analyses.

Just to add another wrinkle - if that mobile equipment stays in Illinois or Michigan for more than 4 months, you might need continuation filings there too under the UCC 1-301 rules for goods that change location.

One more consideration - make sure your UCC-1 collateral description is broad enough to cover equipment in multiple locations. I've seen filings that were too location-specific and created problems when equipment moved.

Bottom line on your UCC 1-301 question - file in Delaware for the registered organization, consider fixture filings in Ohio for attached equipment, and monitor the mobile equipment for potential additional filings if it stays put somewhere for 4+ months. Better to over-file than under-file with multi-state collateral.

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.