UCC 9-307(h) jurisdiction question - multi-state entity filing confusion

Wait, are you sure about that? I thought 9-307(h) had exceptions for when the registration becomes ineffective or something changes with the organizational status.

You're thinking of subsection (f) which deals with changes in organizational status. But for basic registered organizations that remain validly organized, it's the state of organization that controls under 9-307(e), not (h) specifically.

Thanks for clarifying that distinction. So as long as the Delaware registration stays active, I should file the UCC-1 in Delaware regardless of where they moved operations?

Never heard of that service but sounds useful. Did it help with the 9-307 analysis specifically or just general document checking?

Both actually. It flagged that my debtor entity formation document showed Delaware incorporation but I was about to file the UCC-1 in Texas based on the business address. Really helped avoid that mistake.

I feel your frustration but the rules exist for good reasons. Having a clear jurisdictional hierarchy prevents forum shopping and provides certainty for searchers.

Yeah I get the policy reasons but when you're dealing with LLCs that operate in 5 states it gets messy fast. At least corporations are usually clearer about state of incorporation.

tell me about it, spent 3 hours last week trying to figure out where an LLC was actually organized because their operating agreement was vague

Good point about non-uniform amendments. Do you know if Delaware has any variations from the standard 9-307 text?

Delaware generally follows the uniform text pretty closely for 9-307, but always worth checking the current statute. The bigger issue is usually making sure your debtor name matches exactly what's on the organizational documents.

What happens if they let the Delaware registration lapse after you file the UCC-1 there? Does the filing become ineffective?

That's covered in 9-316. You generally get a grace period to refile in the new jurisdiction, but the timing rules are strict. Usually 4 months after the change or one year after the original filing date, whichever is earlier.

And that's exactly why monitoring organizational status is so important for secured parties. A lapsed registration can really mess up your perfection chain if you don't catch it quickly.

Delaware Division of Corporations website has a search function where you can look up entity status by name or file number. Most states have similar online databases now.

thanks! probably should have known that already lol

It's mostly manufacturing equipment that's bolted down but probably not fixtures in the legal sense. Though I should double-check the lease agreements to see what they say about removability.

Definitely worth reviewing. The fixture vs equipment distinction can be tricky and varies by state law. When in doubt, dual filing might be worth the extra cost for the additional protection.

Was it worth the cost? I'm always looking for tools that can help catch these kinds of errors before they cause problems.

Yeah definitely worth it for complex multi-state situations. Much faster than manually comparing all the documents and gives you confidence you didn't miss anything important.

The ALI has some good practice materials on UCC Article 9 geography rules if you want a deeper dive. Also recommend the Permanent Editorial Board commentaries.

Thanks for the recommendations! Always looking for good reference materials.

That seems to be the consensus from everyone here. Really appreciate all the input - makes me feel much more confident about proceeding with the Delaware filing.

Good luck with the filing! These multi-state situations always seem more complicated at first but usually have straightforward answers once you work through the 9-307 analysis systematically.

I'm new to UCC filings and this discussion has been incredibly helpful! Just to make sure I understand correctly - even though the debtor moved their operations to Colorado, we ignore that completely for filing purposes as long as they maintain their Delaware corporate registration? The physical location of business activities doesn't matter at all under 9-307?

That's exactly right! For registered organizations (like corporations and LLCs), the physical location of operations is irrelevant under UCC 9-307(e). The law of the state where the debtor is "located" governs perfection, and registered organizations are located in their state of organization - period. The only time you'd look at physical locations like chief executive office is for unregistered organizations under 9-307(f), or in the rare case where a registered organization's status becomes questionable. So yes, Colorado operations = irrelevant for your Delaware corp filing decision.