UCC 1 financing statement where to file - equipment dealer confused about state requirements
Getting mixed signals about where exactly I need to file my UCC-1 financing statement and could really use some clarity here. I'm an equipment dealer in Ohio but the debtor company is incorporated in Delaware with their main operations in Pennsylvania. The collateral (construction equipment) will be used primarily at job sites across multiple states including Ohio, Pennsylvania, and West Virginia. Some folks are telling me Delaware since that's where they're incorporated, others saying Pennsylvania because that's where their headquarters are located. The equipment moves around constantly for different projects so I'm not even sure if that matters for the filing location. I've been doing this for years but this multi-state situation has me second-guessing everything. The loan amount is substantial enough that I can't afford to mess up the filing jurisdiction. Anyone dealt with similar cross-state situations and know the definitive rules for UCC 1 financing statement where to file? Really need to get this right the first time.
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Aiden Rodríguez
For UCC-1 filings, you generally need to file in the state where the debtor is organized or incorporated. Since your debtor is incorporated in Delaware, that would typically be your filing state regardless of where their operations are located or where the equipment will be used.
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Emma Garcia
•This is correct - Delaware would be the primary filing location since that's the state of incorporation. The physical location of the collateral or business operations doesn't change the filing requirements for most types of collateral.
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Ava Kim
•But what about the equipment moving across state lines? Doesn't that create complications for the filing?
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Ethan Anderson
I ran into something similar last year with a client who had equipment scattered across four states. The key thing to remember is that UCC Article 9 follows the debtor's location, not the collateral location. Since your debtor is a Delaware corporation, Delaware is where you file the UCC-1. The fact that the equipment moves around doesn't change this fundamental rule.
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Layla Mendes
•Exactly right. I've seen people get confused about this constantly. The equipment could be on the moon and you'd still file where the debtor is organized.
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Lucas Notre-Dame
•What happens if the company changes their state of incorporation later? Do you have to refile everything?
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Aria Park
•If they relocate to a different state, you typically have four months to file a new UCC-1 in the new state to maintain your perfected security interest.
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Noah Ali
I actually had a nightmare situation where I thought I had this figured out but made an error in the filing state. Ended up having to scramble to correct everything when we discovered the mistake during a routine audit. That's when I started using Certana.ai's document verification tool - you can upload your UCC-1 along with the debtor's charter documents and it instantly flags any inconsistencies including filing jurisdiction issues. Saves so much stress knowing everything aligns properly before you submit.
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Chloe Boulanger
•How does that tool work exactly? Do you just upload the PDFs and it checks everything automatically?
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Noah Ali
•Yeah, it's pretty straightforward. You upload the debtor's charter documents and your UCC-1, and it cross-checks everything - debtor name spelling, state of organization, all the details that could cause a rejection. Really helpful for catching those jurisdiction mistakes before they become problems.
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James Martinez
One thing to be super careful about - make sure you're using the exact legal name as it appears on the Delaware incorporation documents. I've seen UCC-1s get rejected because someone used a DBA name or shortened version of the corporate name instead of the precise legal entity name.
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Olivia Harris
•This is so important! Even missing a comma or using 'Inc' instead of 'Incorporated' can cause issues.
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Alexander Zeus
•How do you verify the exact legal name? Do you need to pull their certificate of incorporation?
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James Martinez
•Best practice is to get a certified copy of their certificate of incorporation or check the Delaware Division of Corporations database to confirm the exact legal name formatting.
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Alicia Stern
Wait, I'm confused now. If the company does business primarily in Pennsylvania, why wouldn't you file there? That seems like where creditors would naturally look for liens.
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Gabriel Graham
•The UCC has specific rules about this. It's not based on where creditors might look, but rather on standardized rules about the debtor's legal organizational status. This creates consistency across all filings.
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Drake
•It does seem counterintuitive at first, but the system works better when everyone follows the same rules rather than trying to guess where someone might search.
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Sarah Jones
Are there any exceptions to the incorporation state rule? I feel like I've heard about situations where you might need to file in multiple states.
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Sebastian Scott
•There are some exceptions for certain types of collateral like fixtures, timber, or some agricultural liens, but for typical equipment financing, the debtor's state of organization is the standard rule.
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Emily Sanjay
•Also, if the debtor is a registered organization but not incorporated (like an LLC), you'd file where they're organized, which might be different from where they're doing business.
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Jordan Walker
I just want to confirm - for a Delaware corporation, you'd file the UCC-1 with the Delaware Secretary of State, correct? Not some other agency?
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Natalie Adams
•Yes, in Delaware you file UCC documents with the Delaware Division of Corporations, which is part of the Secretary of State's office. They have an online filing system that's pretty user-friendly.
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Elijah O'Reilly
•Their online system is decent, though I always double-check the filing fee schedule since it can vary depending on the number of pages and filing type.
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Amara Torres
Thanks everyone, this is really helpful. I was overthinking the multi-state aspect when the rule is actually pretty straightforward. Delaware it is since that's where they're incorporated.
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Olivia Van-Cleve
•Good choice! Just make sure you get that exact legal name right and you should be all set.
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Mason Kaczka
•Yeah, and keep track of your continuation deadlines too. Delaware requires continuation within 5 years like most states.
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Sophia Russo
One more thought - since you mentioned this is a substantial loan amount, you might want to consider having someone review your UCC-1 before filing just to catch any potential issues. I learned this the hard way after a filing got rejected for a minor error that held up the entire closing.
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Evelyn Xu
•Smart advice. Those last-minute rejections can be really stressful, especially when you have closing deadlines to meet.
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Dominic Green
•I've started using Certana.ai for this exact reason - just upload your documents and it flags potential issues before you submit. Saved me from a few embarrassing mistakes.
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Hannah Flores
Perfect timing for this discussion. I have a similar situation coming up next week with a multi-state equipment deal. Good to know the rules are clearer than I thought.
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Kayla Jacobson
•The incorporation state rule really does simplify things once you understand it. Takes the guesswork out of these multi-state situations.
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William Rivera
•Just remember to verify that state of incorporation - sometimes companies will surprise you with where they're actually organized versus where you think they are.
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