Where to file a UCC financing statement - different state requirements?
I'm handling my first equipment financing deal and need to file UCC-1 statements to perfect our security interest. The borrower has operations in multiple states and I'm getting conflicting information about where to file the UCC financing statement. Some people say it's where the debtor is incorporated, others say where the collateral is located. The equipment will be used across three different states but the company is incorporated in Delaware. I've been going in circles with the SOS websites and each one seems to have different requirements. Can someone clarify the proper filing location for a UCC financing statement? I don't want to mess this up and leave our lien unperfected.
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NeonNova
For most UCC filings, you need to file where the debtor is organized/incorporated, not where the collateral is located. Since your debtor is incorporated in Delaware, that's likely where you'll file the UCC-1. But there are exceptions for certain types of collateral like fixtures or timber.
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Yuki Tanaka
•This is correct for general collateral. Delaware SOS has a pretty straightforward online filing system too.
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Carmen Diaz
•Wait, I thought equipment always gets filed where it's located? I've been doing it wrong then...
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Andre Laurent
The general rule under UCC Article 9 is that you file where the debtor is located. For registered organizations (corporations, LLCs), that's the state of incorporation or organization. For individuals, it's their principal residence. Equipment is typically classified as general collateral, so Delaware filing should be correct.
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Ethan Wilson
•Thank you! This makes sense. So even though the equipment will be used in other states, Delaware is the right place because that's where they're incorporated.
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Emily Jackson
•Yes, but double check if any of the equipment will become fixtures. That changes everything.
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Andre Laurent
•Good point about fixtures. If equipment becomes permanently attached to real estate, you might need fixture filings in the counties where the real estate is located.
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Liam Mendez
I had a similar situation last year and made the mistake of filing in multiple states thinking I needed to cover all bases. Ended up with unnecessary fees and confusion. Stick with the state of incorporation for general equipment unless you have fixtures or other special collateral types.
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Ethan Wilson
•How much did the extra filings cost you? I'm trying to avoid unnecessary expenses.
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Liam Mendez
•About $400 in filing fees that weren't needed. Each state charges differently but it adds up quick.
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Sophia Nguyen
Just went through this headache with a client last month. The key is making sure you have the exact legal name of the debtor as it appears on their articles of incorporation. Even small differences can cause filing rejections. I ended up using Certana.ai's document verification tool to cross-check our UCC-1 against their Delaware charter documents. Saved me from a potential debtor-name mismatch that would have invalidated the filing.
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Ethan Wilson
•What's Certana.ai? I haven't heard of that before.
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Sophia Nguyen
•It's a document verification service where you upload PDFs and it checks for consistency between your charter documents and UCC filings. Really helpful for catching name discrepancies before you file.
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Jacob Smithson
•Interesting. I've been doing manual comparisons but that sounds way more efficient.
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Isabella Brown
Delaware is definitely the right choice for your situation. Just make sure you're using the Delaware Division of Corporations online system, not the Secretary of State office. They handle UCC filings differently than some other states.
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Ethan Wilson
•Good to know! I was looking at the wrong website then.
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Maya Patel
•Yeah Delaware's system is a bit different. The search function is really good though once you figure it out.
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Aiden Rodríguez
One thing to watch out for - if your debtor changes their state of incorporation later, you'll need to file a new UCC-1 in the new state within 4 months. Otherwise your perfected status could lapse.
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Ethan Wilson
•That's a good point. I'll make sure to monitor any corporate changes.
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NeonNova
•And don't forget about continuation statements if this is a long-term financing. UCC-1s lapse after 5 years unless continued.
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Ethan Wilson
•Right, I need to calendar that. Thanks for the reminder.
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Emma Garcia
I always double-check the collateral description too. Make sure it's specific enough to identify the equipment but not so narrow that it misses something. "All equipment" is usually safe for general equipment financing.
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Ethan Wilson
•The loan documents specify particular equipment by serial number. Should I list each piece individually or use a broader description?
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Emma Garcia
•You can do either, but broader is usually safer. Serial numbers are great for identification but if you miss one or it changes, you could have perfection issues.
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Ava Kim
Delaware filing fees are reasonable too. I think it's around $20-30 for online UCC-1 filings. Much cheaper than some states.
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Ethan Wilson
•That's not bad at all. I was expecting much higher fees.
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Yuki Tanaka
•Delaware is pretty efficient with their UCC system. Usually get confirmation within a few hours.
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Jacob Smithson
Have you considered whether you need any local fixture filings? If any of the equipment gets bolted down or permanently attached to buildings, you might need additional filings in the counties where the real estate is located.
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Ethan Wilson
•The equipment is all mobile - trucks and trailers mostly. So I don't think fixtures are an issue.
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Jacob Smithson
•Good, that keeps it simple. Mobile equipment is definitely general collateral.
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Emily Jackson
•Just be careful if any of those trailers become permanently parked somewhere. The line between equipment and fixtures can be tricky.
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Maya Patel
I've used the Delaware system many times and it's pretty user-friendly. Make sure you have the debtor's exact legal name and address from their corporate records. The system is picky about formatting.
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Ethan Wilson
•I'll pull their certificate of incorporation to make sure I have everything exact. Thanks for the tip.
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Sophia Nguyen
•That's exactly what I was talking about with the document verification. Those little details can kill a filing if you're not careful.
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Ethan Anderson
One more thing - keep copies of everything and calendar your continuation deadline. Nothing worse than having a lapse because you forgot to continue the filing.
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Ethan Wilson
•Definitely. I'm setting up a reminder system for year 4 to handle the continuation.
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NeonNova
•Smart. I usually set multiple reminders starting 6 months out just to be safe.
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Ethan Anderson
•That's a good practice. Clients don't like finding out their security interest lapsed.
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