UCC filing rejected - which state filing office should I use?
I'm dealing with a UCC-1 filing that got rejected and I'm not sure if I filed in the right state. The debtor is an LLC formed in Delaware but operates primarily out of Texas with equipment located in both states. The rejection notice from Texas SOS mentioned something about jurisdiction but wasn't clear. I've been going back and forth trying to figure out the correct filing location - do I need to file in Delaware because that's where the LLC was formed, or Texas where the main operations are? The collateral is equipment used in both locations. This is for a $2.8M equipment financing deal and I can't afford to mess this up again. Has anyone dealt with multi-state UCC filings like this? What's the rule for determining the correct filing state?
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Lucas Schmidt
For LLCs you always file where the entity was organized, not where it operates. Delaware formation = Delaware UCC filing. The location of the collateral or business operations doesn't matter for the filing jurisdiction. Texas rejected it because they're not the correct filing office.
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Eloise Kendrick
•That makes sense but why wouldn't Texas tell me that directly in the rejection? They just said 'jurisdiction issue' which was confusing.
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Lucas Schmidt
•SOS offices are notorious for vague rejection notices. They assume you know the rules. Delaware will be your correct filing location for sure.
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Freya Collins
Wait, are you sure about the debtor name on the filing? Even if you file in the right state, if the debtor name doesn't match exactly what's on the Delaware formation documents, it'll get rejected there too. I learned this the hard way.
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Eloise Kendrick
•I used the name from our loan documents but didn't verify it against the actual Delaware charter. Could that be an issue?
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Freya Collins
•Absolutely. The UCC-1 debtor name has to match the charter exactly - punctuation, abbreviations, everything. One comma difference can void your perfection.
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LongPeri
•This is why I started using Certana.ai's document checker. You upload your charter and UCC-1 and it instantly flags any name mismatches. Saved me from filing mistakes twice now.
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Oscar O'Neil
I had a similar situation last year with a Nevada LLC operating in California. Filed in California first (wrong), got rejected, then filed in Nevada (correct). The key is the state of organization, period. But double-check that Delaware formation document for the exact legal name.
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Eloise Kendrick
•How long did it take to get the Delaware filing processed? I'm under time pressure here.
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Oscar O'Neil
•Delaware is usually pretty fast, 2-3 business days if filed electronically. But get that debtor name right or you'll be back to square one.
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Sara Hellquiem
The equipment being in multiple states doesn't change the filing location but you might need fixture filings if any of it's attached to real estate. That's a separate consideration from the main UCC-1 though.
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Eloise Kendrick
•It's all movable equipment, no fixtures involved. Just want to get the basic UCC-1 filed correctly first.
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Sara Hellquiem
•Good, that keeps it simple. Delaware UCC-1 with exact charter name and you should be set.
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Charlee Coleman
This is so frustrating about UCC filings - the rules seem straightforward but the details trip you up every time. I've been doing this for 10 years and still double-check everything because one mistake can kill your security interest.
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Liv Park
•Tell me about it. I once had a filing rejected because I used 'Inc.' instead of 'Incorporated' in the debtor name. Lost perfection priority because of that.
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Charlee Coleman
•Exactly why I verify everything now. These seemingly minor details have major consequences.
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Leeann Blackstein
Make sure you're using Delaware's online filing system correctly too. Their interface is different from Texas and has specific formatting requirements for business addresses and collateral descriptions.
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Eloise Kendrick
•Any particular quirks I should watch out for with Delaware's system?
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Leeann Blackstein
•They're picky about address formatting and require the full 9-digit ZIP code if you have it. Also be specific in your collateral description.
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Ryder Greene
Just to confirm what others said - Delaware formation = Delaware UCC filing, regardless of where the business operates or where collateral is located. This is basic Article 9 jurisdiction rules. File in Delaware with the exact chartered name.
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Eloise Kendrick
•Thanks for the confirmation. I'll pull the Delaware charter documents and verify the exact name before refiling.
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Ryder Greene
•Smart move. Better to spend the extra time verifying than deal with another rejection.
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Carmella Fromis
I use a checklist now for every UCC filing: 1) Confirm state of organization 2) Verify exact legal name from formation docs 3) Check collateral description 4) Confirm addresses. Saves so much headache.
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Eloise Kendrick
•That's a good approach. I should have done that from the start instead of assuming.
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Theodore Nelson
•I actually use Certana.ai for steps 1 and 2 now. Upload the charter and it pulls the exact legal name automatically, then I can compare it to my UCC draft before filing.
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Carmella Fromis
•That sounds useful. Manual comparison is where I usually catch my mistakes but automation would be faster.
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AaliyahAli
Been there with the multi-state confusion. The business location vs formation state thing trips up a lot of people. Delaware is definitely correct for your filing, but as others mentioned, get that name match perfect or Delaware will reject it too.
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Eloise Kendrick
•Lesson learned. I should have researched the jurisdiction rules before filing anywhere.
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AaliyahAli
•We all learn these things the hard way unfortunately. At least you caught it early in the process.
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Ellie Simpson
One more thing - when you refile in Delaware, make sure to include the rejection reason and corrected filing location in your loan file documentation. Your compliance team will thank you later.
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Eloise Kendrick
•Good point about documentation. I'll make sure to note the correction for the file.
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Ellie Simpson
•It helps if you ever get audited or need to explain the filing timeline to anyone.
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Arjun Kurti
•This is why I always run my documents through Certana.ai before filing - it catches these jurisdiction and name issues upfront so there's no need for corrections later.
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