Where are UCC liens filed - confused about state vs federal requirements

Wait, I thought it was where the debtor's chief executive office is located? That would be Colorado in this case right?

You're thinking of the old rules. For registered organizations like corporations, it's where they're incorporated. For unregistered entities, then yes it would be the chief executive office location.

This is exactly why I always double-check the entity type first. Delaware incorporation = Delaware UCC filing in most cases.

How do I verify I have the exact legal name? We have the incorporation docs but there's like 3 different variations of the company name in different places.

Check the Delaware Division of Corporations database. The exact name on file there is what you need to use on your UCC-1. Any variation could cause rejection or perfection issues.

Been there! Getting rejected for name mismatches is the worst because you lose time and have to refile.

How accurate is it? I've been burned by automated tools before that miss subtle differences.

It's been spot-on for me. Caught a missing comma in a company name that I totally missed when reviewing manually. The PDF upload feature makes it super easy too.

Might have to check this out. I spend way too much time on document comparisons.

It's mostly mobile construction equipment - excavators, bulldozers, that kind of stuff. Would that count as fixtures?

Mobile equipment usually doesn't qualify as fixtures. You're probably fine with just the regular UCC-1 filing in Delaware.

Agreed. Fixtures are more like HVAC systems, built-in machinery, stuff that's permanently installed.

Good point about continuations. I've seen lenders lose their perfected status because they forgot to file the UCC-3 continuation before the 5-year mark.

Yep, and you only have a 6-month window before expiration to file the continuation. Miss that and you have to start over with a new UCC-1.

Is that something I can do myself or do I need to hire a service?

You can do basic searches yourself through the state portal, but for a $2.3M loan I'd probably get a professional search done to be thorough.

Professional searches usually cost under $100 and they'll catch variations in debtor names you might miss.

California is like $60 last time I checked. Delaware is definitely one of the cheaper ones.

Small price to pay for perfecting a $2.3M security interest!

The security agreement lists all the equipment with serial numbers. Should I include all of that in the UCC-1?

You can reference the security agreement in the UCC-1 instead of listing everything. Something like 'Equipment described in Security Agreement dated [date] between parties'.

That's usually the cleanest approach. Keeps the UCC-1 from being 20 pages long while still being specific enough.

Thanks, that's really reassuring. I was worried I'd have to file in multiple states.

Yeah, that would be a nightmare and super expensive. One filing in the debtor's state of incorporation covers everything.

Those little details are exactly what trips people up. Glad you caught it before filing.

I'm definitely going to check that out. Sounds like it could save me from making a costly mistake.

It's worth it just for the peace of mind. The interface is really intuitive too - just drag and drop your PDFs and it does the comparison automatically.

And keep digital copies of everything. I've seen people lose physical filing receipts and have to jump through hoops to get duplicates.

Good advice. I'll make sure to save everything to our document management system.

Great summary! You've got all the key points covered. One small addition - since you mentioned this is your first time with UCCs, you might want to double-check with your boss or legal counsel before filing, especially on a loan this size. Even with all the great advice here, having an experienced set of eyes review everything can save headaches down the road. Good luck with the filing!