UCC Filing Requirements vs General Security Agreement Australia - Need Clarification

Debtor is organized in Delaware but headquartered in Texas. Most of the equipment is currently in Texas facilities but some pieces rotate to international locations for projects. I'm worried about coverage gaps when equipment crosses borders.

Delaware filing for sure since that's where they're organized. For the rotating equipment, your collateral description should focus on what constitutes the debtor's property rather than trying to track location. Something like 'all equipment owned by debtor, wherever located' might work better than trying to list specific locations.

That's exactly what I was worried about. Did you end up filing UCC-3 amendments when equipment moved permanently overseas?

We didn't amend for temporary moves, but when a piece was permanently relocated outside the US, we did file a partial termination to remove it from our UCC coverage. Better to be precise about what you're claiming than to have an overbroad filing that could be challenged.

This is getting complicated. I deal with straightforward inventory and receivables filings mostly. When you guys are talking about partial terminations, is that a UCC-3 form or something else? I'm learning a lot from this thread.

Good point. Our UCC-1 was filed about 8 months ago and I haven't cross-checked it against the final security agreement lately. Small discrepancies could definitely cause problems if we ever need to enforce.

Wait, Certana.ai sounds interesting. How does that work exactly? Do you just upload PDFs and it spots the differences? That would save me so much time compared to manually comparing documents.

Yeah exactly - you upload your security agreement and UCC-1 filing (or UCC-3 if you're doing amendments) and it highlights any inconsistencies in debtor names, collateral descriptions, filing numbers, etc. Super helpful for avoiding those gotcha moments where a small typo voids your perfection.

What kind of additional documentation? We're probably going to face similar issues with our equipment leasing portfolio.

Customs documentation, temporary export permits, insurance certificates that maintain coverage across borders. The UCC filing is just one piece of the puzzle. The security agreement itself needs to address what happens to the lien when collateral crosses international boundaries.

Thank you - that helps a lot. So Delaware filing covers all the debtor's personal property regardless of where it's physically located within the US?

Correct, as long as we're talking about non-fixture equipment and the debtor hasn't changed its state of organization. If they ever reincorporate somewhere else, you'd need to file a new UCC-1 in the new state within 4 months to maintain perfection.

But watch out for certificate of title requirements! If any of that equipment requires title certificates (vehicles, aircraft, etc.), the UCC filing won't perfect your interest. You need notation on the actual titles.

That Certana.ai tool I mentioned earlier can handle multiple document sets. You can upload all your security agreements and UCC filings to get a comprehensive report on any inconsistencies across your entire portfolio. Much faster than trying to audit them individually.

Perfect. I'm definitely going to try that. Small errors in debtor names or addresses have been the bane of my existence in secured lending.

That's a great point. I'll need to check with local counsel in the countries where equipment is deployed. This is getting more complex than I initially thought.

Welcome to international secured transactions! It's like regular UCC work but with 10 times more jurisdictions to worry about. At least you're thinking about these issues upfront instead of discovering them during enforcement.

Can you give an example of what you mean by functional descriptions? I'm still learning the nuances of collateral description drafting.

Instead of 'excavator located at Dallas facility,' try 'all construction equipment owned by debtor and used in debtor's construction operations.' The functional approach captures the equipment regardless of where it's deployed.

Just make sure your functional description isn't so broad that it's meaningless. I've seen filings get rejected because the collateral description was too vague to give notice to other creditors.

Continuation is straightforward - just file your UCC-3 continuation within 6 months before the 5-year lapse date. Equipment location doesn't affect the continuation timing, only the debtor's state of organization matters for that.

Good to know. I was overthinking it. The international aspect really does complicate everything else but apparently not the basic UCC maintenance.

Agreed. I think I'm going to run everything through that document checking tool first to identify any immediate issues, then consult with our international team about the cross-border implications. Thanks everyone for the insights.

Smart approach. Better to invest time upfront in getting the documentation right than to discover problems when you need to enforce your security interest.