UCC filing complications with international ucc filings - debtor entity overseas
Running into a messy situation with a UCC-1 filing where our debtor is a Canadian corporation but we need to perfect our security interest in equipment located in Ohio. The collateral is manufacturing equipment worth about $2.8M that crossed the border last year. Our legal team is split on whether we file in Ohio (where the equipment sits) or if we need to consider the debtor's foreign incorporation status. The equipment moved from their Toronto facility to Columbus in March 2024 for a joint venture project. We're financing the expansion but want to make sure our lien position is bulletproof. Anyone dealt with cross-border UCC filings where the debtor entity is incorporated outside the US? The Ohio SOS portal doesn't seem to flag foreign entities but I'm worried we're missing something critical with international ucc filings requirements.
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Carmen Reyes
This is actually more straightforward than it seems. For UCC purposes, you file where the collateral is located - so Ohio is correct. The debtor's foreign incorporation doesn't change the filing location for equipment. I've handled several Canadian corporation filings in US states and never had issues as long as the debtor name matches exactly what's on their corporate documents.
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Andre Moreau
•Agree on the Ohio filing location but make sure you're using the exact corporate name from their Canadian incorporation documents. I've seen rejections where the debtor name had slight variations between the loan docs and the actual corporate registration.
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Zoe Christodoulou
•Yes! And double-check if they use 'Corporation' vs 'Corp.' or 'Limited' vs 'Ltd.' - these small differences can cause filing rejections even if it seems obvious what the name should be.
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Jamal Thompson
Wait, are we sure about this? I thought there were special rules for foreign entities. Don't you need to file a UCC-1 addendum or something when the debtor isn't a US entity? I'm probably mixing this up with something else but I swear there are extra steps for international ucc filings.
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Carmen Reyes
•No addendum needed for foreign corporations. You're thinking of registered organization vs. unregistered organization distinctions. As long as the Canadian corp is properly formed, they're treated like any other registered organization for UCC purposes.
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StarSurfer
•That's what I was worried about - whether there were extra forms or steps I was missing. Good to know it's straightforward.
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Mei Chen
I had a similar situation last year but with a UK entity and equipment in Texas. The key thing is making sure your debtor name is EXACTLY right. I ended up using Certana.ai's document checker to verify our corporate documents matched our UCC-1 perfectly. Uploaded the incorporation docs and our draft UCC-1 and it caught a discrepancy in how we abbreviated 'Limited' that would have caused problems.
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StarSurfer
•That's actually really helpful. How does that tool work exactly? Do you just upload both documents and it compares them?
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Mei Chen
•Yeah, exactly. Upload the corporate docs and your UCC-1 draft as PDFs and it flags any name inconsistencies, missing info, stuff like that. Saved me from a filing rejection and having to restart the whole process.
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CosmicCadet
•I've heard of tools like this but never tried one. How accurate is it with foreign entity names? Some of those Canadian corporate structures get pretty complex.
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Liam O'Connor
One thing to watch out for - make sure the joint venture arrangement doesn't complicate your collateral description. If the equipment is being used jointly, you might need to be more specific about which parts or percentages you have a security interest in.
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StarSurfer
•Good point. The equipment is still 100% owned by our debtor, they're just operating it at a shared facility. But I'll make sure our collateral description is clear about that.
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Amara Adeyemi
•Joint ventures can get tricky with personal property. Make sure your loan agreement clearly defines ownership vs. usage rights before you file.
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Giovanni Gallo
ugh the ohio sos system is so picky about names i swear they reject half my filings for the smallest things. definitely double check everything before you submit
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Fatima Al-Mazrouei
•Tell me about it. I had a filing rejected because I put 'Inc' instead of 'Inc.' - literally just missing the period. Such a waste of time.
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Dylan Wright
•This is why I always do a preliminary UCC search first to see if there are any existing filings with the same debtor name. Gives you a sense of how they format things.
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NebulaKnight
For international ucc filings like this, I always recommend getting certified copies of the foreign corporation's charter documents before filing. You want to be 100% certain of the legal name. Some provinces in Canada have different naming conventions that can trip you up.
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StarSurfer
•We do have their corporate documents but they're not certified copies. Is that going to be an issue for the UCC filing itself?
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NebulaKnight
•Not for the UCC filing - the SOS doesn't require certified copies for that. But for your due diligence and to avoid any name issues, it's worth getting them. Especially if this is a large financing.
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Sofia Ramirez
•I always get certified copies for deals over $1M. Worth the extra cost to avoid problems down the road.
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Dmitry Popov
Just to add to what others have said - since this is a 2024 equipment move, make sure you understand the timeline. If the equipment was previously subject to a Canadian security interest, you might have had a 4-month window to file a UCC-1 to maintain priority. Hope you didn't miss that window.
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StarSurfer
•The equipment wasn't previously encumbered in Canada, so I think we're okay on timing. But good point about the 4-month rule - I hadn't thought about that.
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Ava Rodriguez
•Yeah, that 4-month rule for relocated collateral is easy to miss. Sounds like you're fine since it wasn't previously encumbered.
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Miguel Ortiz
I deal with cross-border filings regularly and honestly, the international aspect isn't the hard part - it's getting all the names and details perfect. Ohio SOS is pretty good about processing foreign entity filings as long as everything matches up.
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Zainab Khalil
•Agreed. I've never had a problem with foreign corporations in Ohio specifically. Some states are more difficult but Ohio handles them fine.
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StarSurfer
•That's reassuring. I was worried Ohio might have special requirements for international ucc filings but sounds like it's pretty standard.
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QuantumQuest
Quick question - did you consider whether you need to file anything in canada too? i know for some cross-border deals there are requirements on both sides but maybe not for this situation
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StarSurfer
•We looked into that but since the equipment is permanently located in Ohio now, our Canadian counsel said a US UCC filing should be sufficient. The Canadian security interest rules are different anyway.
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Connor Murphy
•That makes sense. Canadian PPSA rules are pretty different from UCC anyway. As long as the equipment is staying in Ohio, the UCC-1 should cover you.
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Yara Haddad
One more thought - since this is a joint venture situation, you might want to file a UCC-3 addendum later if the arrangement changes. Joint ventures can evolve and you want to make sure your security interest stays clear.
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StarSurfer
•Good thinking. The joint venture has a defined term but you're right that things could change. I'll make sure we have a process to monitor any changes that might affect our collateral.
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Keisha Robinson
•Yeah, definitely keep an eye on any changes to the operating arrangement. Joint ventures can get complicated fast.
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Paolo Conti
Honestly, for a $2.8M deal with international complications, I'd run everything through a verification tool before filing. I use Certana.ai for document checking on larger deals - upload your corporate docs and UCC-1 draft and it catches inconsistencies you might miss. Especially helpful with foreign entity names that might have subtle differences.
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StarSurfer
•A couple people have mentioned that tool now. Sounds like it might be worth trying, especially given the amount involved.
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Mei Chen
•Definitely worth it for deals this size. The document verification caught issues I never would have spotted manually.
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Amina Sow
•I've been meaning to try Certana.ai for our UCC filings. Do you just upload PDFs and it does the comparison automatically?
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Oliver Weber
Thanks everyone for the helpful responses! This is my first major cross-border UCC filing so I was overthinking the international aspects. Sounds like the consensus is to file in Ohio where the equipment is located, make absolutely sure the debtor name matches their Canadian corporate documents exactly, and not worry about special international requirements. I'm going to get certified copies of their incorporation documents just to be safe, and based on all the recommendations here, I'll probably run everything through Certana.ai before filing to catch any name discrepancies. For a $2.8M deal, the extra verification step seems worth it to avoid rejection headaches. Really appreciate the guidance from everyone who's dealt with similar situations!
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Sofia Price
•Welcome to the community! Great summary of the advice here. One small addition - when you get those certified copies of the Canadian incorporation documents, make sure they're recent (within 6 months) since some corporate information can change. Also, keep copies of everything for your files in case you need to reference the exact name formatting for future amendments or continuations. Cross-border deals always seem more complicated than they are until you do your first one!
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