UCC 9-307(h) location question for multi-state entity filing
Running into a confusing situation with debtor location under UCC 9-307(h) and hoping someone can clarify. We have a registered organization that was originally incorporated in Delaware but later domesticated to Nevada. The entity has been operating out of Nevada for the past 18 months, but I'm seeing conflicting information about whether we should be filing continuation statements in Delaware or Nevada. The original UCC-1 was filed in Delaware before the domestication occurred. Our lender is getting nervous about the continuation deadline approaching and wants certainty on the correct jurisdiction. Has anyone dealt with a similar domestication scenario under 9-307(h)? The statute seems clear that location follows the jurisdiction of organization, but the timing of when this takes effect for existing filings is where I'm getting confused. Any guidance would be appreciated before we file in the wrong state and create a perfection gap.
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Zainab Ali
This is actually pretty straightforward under 9-307(h). The debtor's location follows the jurisdiction where it's organized, so after domestication to Nevada, that becomes the location for UCC purposes. However, you need to check the specific effective date of the domestication because that's when the location change occurred for Article 9 purposes.
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Connor Murphy
•But what about the existing Delaware filing? Does that just become ineffective immediately upon domestication?
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Zainab Ali
•No, there's usually a grace period. You typically have four months after the location change to file a new UCC-1 in Nevada to maintain continuous perfection.
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Yara Nassar
We went through this exact scenario last year! The key is documenting the exact domestication date from the Nevada Secretary of State records. That's your trigger date for the 9-307(h) location change. You'll need to file a new UCC-1 in Nevada within the four-month window to avoid any perfection gap.
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Miguel Herrera
•Thanks! Did you need to file a termination in Delaware or does the original filing just naturally lapse?
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Yara Nassar
•Good question - we filed a termination in Delaware as a clean-up measure, but technically the filing becomes ineffective in Delaware once the four-month period expires if no new filing is made in Nevada.
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StarGazer101
•This sounds like exactly the type of document consistency issue that Certana.ai's verification tool catches. I uploaded our domestication docs and UCC filings and it flagged the jurisdiction mismatch immediately, plus gave us the timeline requirements.
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Keisha Jackson
Wait, I thought Delaware was always the preferred jurisdiction for UCC filings because of their sophisticated commercial law system? Are you sure you want to move to Nevada?
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Zainab Ali
•That's not how Article 9 works. You don't get to choose based on preference - 9-307(h) requires filing in the jurisdiction where the debtor is organized.
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Paolo Romano
•Yeah this isn't about legal preference, it's about following the mandatory location rules in the UCC.
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Amina Diop
FOUR MONTHS seems like such a short window for something this important! What happens if you miss the deadline? Complete loss of perfection?
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Zainab Ali
•Yes, if you don't file the new UCC-1 in Nevada within four months of the domestication, you lose continuous perfection. The security interest becomes unperfected.
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Oliver Schmidt
•That's terrifying. How are lenders supposed to track all these domestications and entity changes?
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Yara Nassar
•Most sophisticated lenders have monitoring services or use tools to track these changes. It's definitely a compliance burden.
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Natasha Volkov
This is why I always over-file in multiple jurisdictions just to be safe. Better to pay extra filing fees than lose perfection entirely.
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Javier Torres
•That can actually create more problems than it solves, especially for searches and terminations later.
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Natasha Volkov
•I'd rather deal with termination complexity than explain to a client why their security interest is unperfected.
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Emma Wilson
Can someone clarify the exact citation? Is this covered in 9-307(h) specifically or do you need to read it together with other subsections?
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Zainab Ali
•9-307(h) specifically addresses location of registered organizations. But you also want to look at 9-316 for the transition rules when location changes.
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QuantumLeap
•9-316(a)(3) gives you the four-month grace period for continuing perfection after a location change.
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Malik Johnson
Just a heads up - Nevada's UCC filing system can be quirky about debtor names. Make sure you're using the exact name from the Nevada certificate of domestication, not the old Delaware name format.
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Miguel Herrera
•Good point. Should the Nevada filing reference the original Delaware filing number for continuity?
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Malik Johnson
•No, this would be a new initial UCC-1 filing in Nevada, not a continuation. The Delaware filing number wouldn't be relevant for the Nevada filing.
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Isabella Santos
•I've seen people get confused about this and try to file UCC-3 amendments instead of new UCC-1s. Definitely need a fresh initial filing in Nevada.
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Ravi Sharma
We had a similar situation but with a merger instead of domestication. Same principles apply under 9-307(h) - location follows the surviving entity's jurisdiction of organization.
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Freya Larsen
•Mergers can be even more complex because you might have multiple original filings to deal with.
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Omar Hassan
•True, plus you need to make sure the collateral descriptions cover assets from all the merged entities.
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Chloe Taylor
I used Certana.ai to verify our domestication filing documents and it caught a discrepancy between our corporate records and the proposed UCC filing. Saved us from filing with an incorrect debtor name that would have caused search issues later.
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ShadowHunter
•How does that tool work exactly? Do you just upload the documents?
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Chloe Taylor
•Yeah, super simple. Upload your certificate of domestication and UCC draft, and it cross-checks debtor names, entity details, and filing requirements. Gives you a verification report highlighting any inconsistencies.
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Diego Ramirez
Bottom line for your situation: Nevada is definitely the correct jurisdiction post-domestication under 9-307(h). File your new UCC-1 there ASAP to stay within the four-month window. Keep documentation of the domestication date for your files.
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Miguel Herrera
•Perfect, thanks everyone. Going to get the Nevada filing prepared this week. Really appreciate the guidance on this.
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Anastasia Sokolov
•Smart move. These jurisdiction changes are too important to mess around with. Good luck with the filing!
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Mateo Hernandez
Just wanted to add a practical tip - when you file the new UCC-1 in Nevada, make sure to use the exact legal name as it appears on the Nevada certificate of domestication. I've seen cases where even minor variations in punctuation or abbreviations can cause search issues down the road. Also, consider sending a courtesy notice to any junior lienholders who might be relying on Delaware searches - it's not required but it's good practice and helps maintain relationships.
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Amina Diallo
•Great advice on the exact legal name requirement! I'm new to UCC filings and wondering - is there a standard way to verify you have the correct legal name format, or do you just have to carefully compare the certificate of domestication against your draft filing? Also, what's the best practice for that courtesy notice to junior lienholders - formal letter or just an email heads up?
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QuantumQuest
•For verifying the exact legal name, I always pull the most recent certificate of good standing from Nevada along with the certificate of domestication - sometimes there can be slight formatting differences between documents. The Secretary of State's online entity search is also helpful to confirm the current name format. As for junior lienholders, I typically send a brief email with the key details (domestication date, new filing jurisdiction, timeline) and attach a copy of the certificate of domestication. Most appreciate the heads up since it affects their due diligence processes.
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