UCC debtor location of debtor filing requirements - which state for multi-location businesses?

This is correct. I made this mistake once filing in the state where the business operated instead of where it was organized. Had to refile and pay additional fees. Delaware SOS has a pretty efficient UCC system too.

Wait, but what if the LLC certificate got revoked or something? Then wouldn't you fall back to the chief executive office rule?

Good point about checking good standing. If the LLC isn't in good standing in Delaware, there could be complications with the filing effectiveness.

How does that verification tool work exactly? Do you just upload PDFs and it tells you if everything matches up?

Yeah exactly - you upload the charter documents and your UCC draft and it cross-checks all the entity details, names, addresses. Catches inconsistencies that could cause rejections.

I know it seems complicated but there's actually good policy reasons. Registered organizations have public records in their state of organization, so that's the logical place for UCC filings too.

honestly the whole UCC system needs an overhaul. too many traps for people who aren't filing specialists

That's a great point. Should I be using the exact name from the certificate of formation or can I use the trade name they operate under?

Always use the exact registered name from the certificate of formation for LLCs. Trade names are for additional filings if needed.

I learned this the hard way when Delaware rejected my filing for having LLC instead of L.L.C. in the name field.

The equipment will be bolted down but not permanently affixed. It's manufacturing equipment that could be moved if needed. Do you think that requires a fixture filing?

Probably not if it's removable manufacturing equipment, but you might want to get a legal opinion on that specific equipment type.

YES! I always have issues with Delaware. Sometimes I end up calling them directly to confirm my filing went through.

Their system has gotten better recently but yeah, it can be glitchy during peak hours.

Good idea. How far back do you typically search when doing due diligence?

I usually go back 10 years just to be thorough, especially on larger deals. You'd be surprised what old filings you might find.

The basic rule for registered organizations hasn't changed - still file where organized. There have been some clarifications about entities organized outside the US, but that doesn't apply here.

ok thanks I must have been thinking of something else

Good reminder. Is there a specific window for filing the continuation or can you do it anytime during the 5 years?

You can only file the continuation during the last 6 months before the 5-year expiration date. File too early and it won't be effective.

I always set my reminder for 6 months before expiration just to be safe. Nothing worse than missing a continuation deadline.

That sounds like a nightmare scenario. How did you handle the priority issue with other creditors?

We got lucky - there weren't any intervening liens during the gap period, but it was definitely a close call. Now I triple-check entity formation documents before filing anywhere.

The collateral is pretty straightforward - specific manufacturing equipment with serial numbers. Should I list each piece individually or use a broader category description?

For equipment with serial numbers, I usually do a broader category description like 'manufacturing equipment' and then attach a detailed schedule as an exhibit. Gives you flexibility for future additions.

That's another thing Certana.ai caught for me - my collateral description was too broad and might not have covered all the specific equipment types. Their system highlighted potential gaps between my security agreement and UCC-1 descriptions.