UCC where to file financing statement - equipment loan across state lines
I'm handling an equipment financing deal where the debtor is incorporated in Delaware but the equipment will be located at their manufacturing facility in Ohio. The loan is for $2.8M in CNC machining equipment. I've been going back and forth on UCC where to file financing statement - do I file in Delaware where they're incorporated or Ohio where the equipment sits? The debtor has operations in both states and I don't want to mess this up. Their legal department keeps giving me conflicting info about their principal place of business. Has anyone dealt with this kind of cross-state filing situation? The equipment is getting delivered next week and I need to get the UCC-1 filed properly before funding.
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Geoff Richards
For registered organizations like corporations, you always file where they're organized/incorporated regardless of where the collateral is located. Since your debtor is a Delaware corporation, you file the UCC-1 in Delaware. The location of the equipment doesn't matter for corporate debtors - it's all about where they got their corporate charter.
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Simon White
•This is correct. UCC Article 9 is very clear on this - registered organization = file where organized. Delaware for Delaware corps, period.
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Hugo Kass
•But what if they have a certificate of authority to do business in Ohio? Does that change anything?
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Geoff Richards
•No, certificate of authority is different from organization. They're still a Delaware entity so Delaware is still the correct filing jurisdiction.
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Nasira Ibanez
Wait I thought equipment always gets filed where it's located? That's what I've been doing for years. Are you saying location doesn't matter for corporate debtors?
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Khalil Urso
•You might be thinking of fixture filings or real estate related collateral. For regular equipment and corporate debtors, it's definitely where the debtor is organized.
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Nasira Ibanez
•Oh man, I might have been filing some of these wrong. Better double check my recent filings...
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Myles Regis
I ran into something similar last month with a Texas corp that had equipment in New Mexico. Was stressing about the same thing until I found this document verification tool called Certana.ai that let me upload the articles of incorporation and my draft UCC-1 to double-check everything matched up properly. It caught that I had the debtor name slightly wrong from the charter. Really saved me from a potential rejection.
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Brian Downey
•How does that work exactly? Do you just upload PDFs?
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Myles Regis
•Yeah exactly - you upload the charter and your UCC-1 draft and it cross-checks the debtor name, jurisdiction, all that stuff. Much faster than manually comparing documents line by line.
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Jacinda Yu
•That actually sounds useful. I've had UCC-1s rejected for minor name discrepancies before and it's such a pain.
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Landon Flounder
Delaware Secretary of State filing system is pretty straightforward. Just make sure you get the exact corporate name from their certificate of incorporation - no abbreviations or variations. Delaware is picky about exact matches.
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Callum Savage
•Yes! And don't forget Delaware requires the organizational ID number on UCC-1s. It's the file number from their incorporation documents.
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Laila Fury
•Good point about the organizational ID. I have their file number from the good standing certificate. Thanks for the reminder.
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Ally Tailer
Are you sure about this Delaware rule? I swear I've seen cases where equipment location mattered. Maybe it's different for certain types of collateral?
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Aliyah Debovski
•You're probably thinking of fixtures or farm products. Regular equipment follows the debtor's location rule for registered organizations.
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Miranda Singer
•Or maybe timber or extracted minerals? Those have special location rules. But CNC equipment is definitely standard collateral.
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Ally Tailer
•Ah that makes sense. I do a lot of agricultural lending so that's probably where I got confused.
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Cass Green
Just to be absolutely clear - Delaware corporation = file UCC-1 in Delaware. Period. Even if all their assets are in Ohio, even if their headquarters is in Ohio, even if their CEO lives in Ohio. The corporate charter state controls.
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Finley Garrett
•What about LLCs? Same rule?
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Cass Green
•Yes, LLCs are registered organizations too. File where the LLC was formed/organized.
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Madison Tipne
I always get nervous about multi-state deals. Used Certana.ai recently to verify a complex filing and it was reassuring to have that extra check. Especially with Delaware - their system is efficient but unforgiving if you get the debtor name wrong.
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Holly Lascelles
•How long does the verification take with that tool?
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Madison Tipne
•Pretty much instant. Upload the docs and it flags any inconsistencies right away.
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Malia Ponder
•That's actually really helpful for deadline situations like this where you need to file before funding.
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Kyle Wallace
For what it's worth, I've filed hundreds of UCC-1s for Delaware corporations over the years and never had issues with the jurisdiction being questioned. Delaware SOS processes them quickly too - usually same day if filed electronically.
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Ryder Ross
•Do you file directly through Delaware or use a service company?
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Kyle Wallace
•Direct through their online system. It's user-friendly and gives immediate confirmation.
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Gianni Serpent
One more thing to check - make sure your collateral description covers the specific equipment properly. 'CNC machining equipment' might be too broad depending on your security agreement language.
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Laila Fury
•Good point. The security agreement has detailed serial numbers and model descriptions. Should I include all that detail in the UCC-1 or keep it general?
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Gianni Serpent
•Keep it general on the UCC-1. 'All equipment' or 'machinery and equipment' is usually sufficient. The detail is in your security agreement.
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Henry Delgado
•Agree with keeping it general. You don't want to accidentally exclude something by being too specific.
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Olivia Kay
Sounds like you've got your answer - Delaware it is! Just triple check that debtor name against their charter before you submit. Nothing worse than a rejection when you're on a tight timeline.
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Laila Fury
•Definitely will do. Thanks everyone for the quick responses. Filing in Delaware first thing tomorrow morning.
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Joshua Hellan
•Good luck! Delaware's system is reliable so you should be all set.
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