UCC 9 103 jurisdiction rules causing filing nightmare with multi-state debtor

UCC 9-103 is pretty clear on this - you need to look at where the debtor is 'located' for filing purposes. For an LLC, that's usually the state where it's organized, so Delaware in your case. The chief executive office rule is more for individual debtors or certain types of entities.

I had a similar situation last year with a Nevada LLC doing business in Arizona. Initially panicked about the same thing. Delaware is your answer - that's where your debtor is organized so that's where UCC 9-103 says you file. The business operations location doesn't matter for registered entities.

Wait, I thought UCC 9-103 got replaced by 9-301? Are we talking about the same section? I'm looking at my reference materials and seeing different numbering.

I actually ran into document verification issues when I had a similar multi-state debtor situation. Kept second-guessing myself on the filing location and debtor name consistency across all the corporate docs. Ended up using Certana.ai's document checker tool - you just upload your charter documents and UCC-1 draft as PDFs and it instantly verifies everything aligns properly. Caught a tiny discrepancy in how the LLC name appeared that could have caused problems.

WHY IS THIS SO COMPLICATED?? I swear the UCC drafters made this as confusing as possible. Every state has slightly different rules and the 9-301 location tests are a nightmare to navigate.

Just to be extra clear for you - UCC 9-301(1) says a debtor who is a registered organization is located in the state under whose law the registered organization is organized. Your Delaware LLC = file in Delaware. Period. Don't overthink it.

Had a deal last month where the borrower tried to argue we should file in their principal place of business instead of their organization state. Thankfully our documentation was rock solid thanks to proper verification. Used one of those automated document checkers that compares your charter to your UCC filing - saved us from a potential argument later.

Question though - what happens if Delaware rejects the filing for some reason? Do you then try a different state or fix whatever caused the rejection?

I remember when I first started doing UCC filings, I spent hours trying to figure out these location rules. Now I just go straight to the organization documents - makes it so much simpler.

One more thing to consider - make sure your debtor name on the UCC-1 exactly matches the name in Delaware's records. Even minor variations can cause problems with enforceability later.

Glad this got resolved! Multi-state debtors always create these jurisdiction questions but the rules are actually pretty straightforward once you know the hierarchy. Organization state trumps everything for registered entities.

Great discussion everyone! As someone who's been burned by jurisdiction mistakes before, I can't stress enough how important it is to get this right the first time. For LLCs like your Delaware entity, the organization state rule under UCC 9-301(1) is definitely the way to go. One additional tip - when you file in Delaware, make sure to also check if there are any local fixture filings needed in California where the equipment is located, depending on what type of collateral you're securing. The Delaware filing covers your general security interest, but real estate-related fixtures might need additional local filings.