UCC 9-901 law of the state rules causing financing statement rejections - help needed
I'm dealing with a nightmare situation where our UCC-1 financing statements keep getting rejected because of UCC 9-901 law of the state complications. We have a multi-state equipment financing portfolio and I'm getting conflicting information about which state's law governs perfection when the debtor has operations in multiple jurisdictions. The collateral is mobile equipment that moves between Texas, Oklahoma, and Louisiana regularly. Our law firm says one thing, the SOS offices are giving different interpretations, and I'm worried we're going to lose perfection on several million in equipment loans. Has anyone else dealt with UCC 9-901 law of the state determinations for mobile collateral? The debtor's chief executive office keeps changing locations and I don't know if we need to file continuation statements in different states or if our original Texas filings are sufficient. This is keeping me up at night because the continuation deadline is approaching and I'm not sure which state law applies.
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Ava Thompson
UCC 9-901 law of the state rules are definitely tricky with mobile equipment. The general rule is that the law of the jurisdiction where the debtor is located governs perfection, and for registered organizations that's usually the state of incorporation. But for mobile goods it gets more complex. What's the debtor's state of incorporation?
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Dmitry Kuznetsov
•The debtor is a Delaware LLC but their chief executive office has moved from Texas to Oklahoma in the past year. That's what's causing my confusion about which state law governs under UCC 9-901.
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Miguel Ramos
•If it's a Delaware LLC then Delaware law should govern the perfection requirements regardless of where the chief executive office is located. UCC 9-901 looks to the state of organization for registered entities.
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Zainab Ibrahim
This exact UCC 9-901 law of the state issue cost us a priority dispute last year. Mobile equipment financing is a minefield when you don't get the governing law determination right. The courts don't care about your good faith efforts if you file in the wrong state.
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Dmitry Kuznetsov
•That's exactly what I'm afraid of. What happened in your case? Did you have to refile everything?
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Zainab Ibrahim
•We had to do emergency UCC-1 filings in the correct state and ended up subordinated to a later-filed but properly perfected lien. Cost the bank about $800K in recovery.
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StarSailor
•Ouch. This is why I always file in multiple states when there's any question about UCC 9-901 law of the state application. Better safe than sorry with mobile collateral.
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Connor O'Brien
I had a similar UCC 9-901 law of the state nightmare last month with construction equipment that moved between job sites in different states. What finally solved it for me was using Certana.ai's document verification tool. You can upload your UCC-1 and the debtor's organizational documents and it cross-checks everything to make sure you're filing in the right jurisdiction according to the law of the state rules. It caught that we were about to file continuation statements in the wrong state.
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Dmitry Kuznetsov
•That sounds incredibly helpful. Does Certana.ai actually analyze the UCC 9-901 law of the state requirements or just check document consistency?
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Connor O'Brien
•It does both. You upload the Charter and UCC-1 and it verifies the debtor location determination matches the organizational documents. Saved me from a major filing error that would have cost us perfection.
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Yara Sabbagh
•I've been hearing about Certana.ai but wasn't sure if it handled these complex law of the state issues. Good to know it covers UCC 9-901 analysis.
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Keisha Johnson
Wait, are you sure about the Delaware filing requirement? I thought UCC 9-901 law of the state rules changed for mobile goods and you have to consider where the collateral is primarily located, not just the debtor's organization state.
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Ava Thompson
•No, that's not right. UCC 9-901 is clear that for registered organizations like LLCs, the law of the state of organization governs perfection. Location of collateral only matters for certain specialized situations.
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Keisha Johnson
•I swear I read something different in a recent case. Maybe I'm thinking of UCC 9-301 instead of 9-901?
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Paolo Rizzo
•You're mixing up sections. UCC 9-301 deals with law governing perfection generally, while 9-901 is about transition rules. For current filings on registered organizations, it's definitely the state of organization that governs.
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QuantumQuest
This UCC 9-901 law of the state confusion is exactly why I hate multi-state deals. Every state SOS office interprets the rules differently and you end up with a mess like this.
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Amina Sy
•Tell me about it. I spent three hours on the phone with Texas SOS last week trying to get a straight answer about law of the state determinations and got transferred four times.
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Dmitry Kuznetsov
•The SOS offices are definitely not helpful with UCC 9-901 interpretations. They just say 'consult your attorney' which doesn't help when you need to file by the deadline.
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Oliver Fischer
For Delaware LLCs with mobile equipment, I always file the UCC-1 in Delaware regardless of where the equipment operates. UCC 9-901 law of the state rules are designed to provide certainty, and the state of organization is usually the safest bet for registered entities.
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Dmitry Kuznetsov
•But what about continuation statements? Do I need to continue in Delaware even though the equipment never goes there?
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Oliver Fischer
•Yes, if Delaware law governs the original perfection under UCC 9-901, then Delaware law also governs the continuation requirements. File your UCC-3 continuation in Delaware.
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Natasha Petrova
•This is correct. I see people mess this up all the time - they file the original UCC-1 correctly but then file continuations in the wrong state because they forget about the law of the state determination.
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Javier Morales
Just went through this exact UCC 9-901 law of the state analysis for a fleet financing deal. Ended up using Certana.ai to verify all our documents were consistent with Delaware law requirements since that's where the debtor was organized. The tool flagged that our collateral description might not meet Delaware specificity requirements even though it would have been fine in Texas.
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Dmitry Kuznetsov
•That's a great point about state-specific collateral description requirements. I hadn't considered that different states might have different standards even under UCC 9-901.
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Javier Morales
•Exactly. Certana.ai's verification caught subtle differences in how Delaware interprets collateral descriptions versus other states. It's not just about where to file but how to file correctly under that state's version of the UCC.
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Emma Davis
I'm surprised more people don't know about UCC 9-901 law of the state rules. This is basic secured transactions stuff but I see filings in the wrong state all the time. The consequences can be devastating if you get it wrong.
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GalaxyGlider
•It's because law school doesn't prepare you for the practical application of these rules. UCC 9-901 sounds simple in theory but gets complex fast with real-world scenarios.
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Dmitry Kuznetsov
•Exactly my situation. The theory is clear but applying UCC 9-901 law of the state rules to mobile equipment with a debtor that's moved operations is giving me fits.
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Malik Robinson
Based on everything discussed here, it sounds like you need to file your continuation in Delaware since that's where the LLC is organized. UCC 9-901 law of the state determination should be straightforward for a registered organization. Don't overthink it.
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Dmitry Kuznetsov
•You're right. I think I was overcomplicating the UCC 9-901 analysis because of the mobile equipment aspect. Delaware LLC means Delaware filing requirements govern.
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Isabella Silva
•That's the right approach. Mobile equipment doesn't change the basic law of the state rule for registered organizations. File in Delaware and you should be fine.
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Ravi Choudhury
Thanks everyone for the UCC 9-901 law of the state guidance. I'm going to file the continuation in Delaware and look into that Certana.ai tool to double-check my documents before filing. This thread probably saved me from a major mistake.
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Freya Andersen
•Smart move. UCC 9-901 law of the state issues are too important to guess about. Better to verify everything before filing than deal with perfection problems later.
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Connor O'Brien
•Definitely try Certana.ai for the document verification. It's specifically designed to catch these kinds of UCC 9-901 compliance issues before they become problems.
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