what state should a ucc be filed in - equipment across multiple locations
Getting conflicting advice from different sources and need some clarity. We're financing manufacturing equipment for a client that operates in 3 states - their corporate headquarters is in Delaware (where they're incorporated), main production facility is in Ohio, and they just opened a satellite location in Kentucky. The collateral includes both movable equipment and some fixtures that are bolted down at the Ohio facility. Our loan officer says file in Delaware since that's where they're incorporated, but I've heard conflicting things about filing where the collateral is located. What's the correct approach here? We can't afford to mess this up since it's a significant credit facility and our compliance team is already breathing down our necks about proper UCC procedures.
35 comments
Join the conversation
Yara Abboud
The general rule is you file where the debtor is 'located' which for corporations means the state of incorporation. So Delaware would be correct for your situation. The physical location of the collateral doesn't matter for most equipment unless it's fixtures or real estate related collateral.
0 coins
PixelPioneer
•This is right for general equipment, but you mentioned fixtures bolted down in Ohio. Those might need a fixture filing in Ohio depending on how permanently attached they are to the real estate.
0 coins
Connor Byrne
•The fixtures are industrial presses that are bolted to concrete pads but could theoretically be moved. Does that change anything?
0 coins
Keisha Williams
Had almost the exact same situation last year with a client incorporated in Nevada but operating in California. Filed in Nevada and had no issues. The key is the debtor's location, not the collateral location. But definitely consider fixture filings for anything that's really attached to real property.
0 coins
Paolo Rizzo
•How do you determine if something needs a fixture filing though? We had a situation where we thought equipment was movable but the Secretary of State rejected our standard filing.
0 coins
Keisha Williams
•Usually if it's attached to the building structure in a way that removing it would damage the building or the equipment, then it's a fixture. Industrial presses bolted to concrete could go either way.
0 coins
Yara Abboud
•For stuff like that I usually err on the side of caution and do both - regular UCC-1 in the state of incorporation AND a fixture filing where the equipment is located.
0 coins
Amina Sy
Before you file anything, I'd strongly recommend using something like Certana.ai to verify your debtor name matches exactly with the corporate records. I learned this the hard way after a filing got rejected because we had 'Inc.' instead of 'Incorporated' in the debtor name. Their document checker would have caught that inconsistency immediately by comparing the UCC-1 against the Articles of Incorporation.
0 coins
Connor Byrne
•Never heard of that service but debtor name accuracy is definitely something we've had issues with before. How does it work exactly?
0 coins
Amina Sy
•You just upload your Charter documents and UCC-1 as PDFs and it automatically flags any name mismatches or inconsistencies. Saves a lot of time compared to manually cross-checking everything.
0 coins
Oliver Fischer
Wait, I thought you had to file where the business actually operates? We've been filing in the state where our borrowers' main operations are located. Are you saying that's wrong??
0 coins
Yara Abboud
•For corporations, it's definitely the state of incorporation, not where they operate. For individuals or unincorporated businesses it's where they're located, but corporations are 'located' where they're incorporated under UCC Article 9.
0 coins
Oliver Fischer
•Oh no... we might have some filings in the wrong state then. This is exactly the kind of thing that keeps me up at night.
0 coins
PixelPioneer
•You should probably run a lien search in both states to see what's on file and maybe consider corrective filings if necessary.
0 coins
Natasha Ivanova
The Delaware filing is correct, but I'd be concerned about those Ohio fixtures. Even if the presses are technically movable, if they're integral to the real estate value you might want to consider a fixture filing. Better safe than sorry on a large facility.
0 coins
Connor Byrne
•The facility lease actually mentions the presses as improvements to the property, so maybe that's a sign they should be treated as fixtures?
0 coins
Natasha Ivanova
•If the lease treats them as improvements, that's a strong indicator they're fixtures. I'd definitely do the Ohio fixture filing in addition to the Delaware UCC-1.
0 coins
NebulaNomad
Just went through this exact scenario. Filed in the incorporation state for the main UCC-1, then did fixture filings in each state where we had equipment that could be considered fixtures. Costs a bit more but gives you belt-and-suspenders protection.
0 coins
Javier Garcia
•How do you handle the continuation filings when you have multiple states? Do they all have different expiration dates?
0 coins
NebulaNomad
•Yeah, each state has its own 5-year cycle so you have to track them separately. Pain in the neck but necessary.
0 coins
Amina Sy
•This is another area where Certana.ai's document verification helps - you can upload your continuation UCC-3 against the original UCC-1 to make sure all the details match before filing.
0 coins
Emma Taylor
UCC filings are such a headache. The rules seem to change depending on who you ask and every state has their own quirks. Why can't there be one national filing system?
0 coins
Yara Abboud
•Because that would make too much sense! But seriously, the current system isn't that bad once you understand the basic rules. Incorporation state for corps, residence for individuals, fixture filings where the real estate is located.
0 coins
Emma Taylor
•Easy for you to say - you probably do this stuff every day. For those of us who only deal with UCCs occasionally, it's terrifying.
0 coins
Malik Robinson
One more thing to consider - if the Delaware corporation is a subsidiary of another entity, make sure you're using the correct debtor name. Sometimes people file against the parent company by mistake.
0 coins
Connor Byrne
•Good point. It's actually a wholly-owned subsidiary but we're definitely filing against the sub since that's who's signing the loan documents.
0 coins
Malik Robinson
•Perfect. Just make sure the exact legal name matches what's on the Delaware corporate records. Even small differences like punctuation can cause problems.
0 coins
Isabella Silva
For what it's worth, I've found that calling the Secretary of State's office in both Delaware and Ohio can be helpful. They can sometimes give you guidance on whether specific equipment should be treated as fixtures in their state.
0 coins
Natasha Ivanova
•That's good advice. Ohio's SOS office is actually pretty helpful with fixture filing questions in my experience.
0 coins
Connor Byrne
•I'll give them a call. Better to get it right the first time than deal with rejected filings or perfection issues later.
0 coins
Ravi Choudhury
Sounds like you've got a solid plan - Delaware UCC-1 for the corporate debtor and Ohio fixture filing for the bolted-down equipment. Document everything in your file so if anyone questions it later you can show you considered all the options.
0 coins
Connor Byrne
•Thanks everyone. This has been incredibly helpful. Going with Delaware for the main filing and will probably do the Ohio fixture filing too just to be safe.
0 coins
Amina Sy
•Smart approach. And definitely run your documents through a verification tool before filing - saves so much hassle when the names and details are all consistent from the start.
0 coins
StormChaser
As someone who's dealt with multi-state UCC filings before, I'd echo what others have said about filing in Delaware for the main UCC-1 since that's where the corporation is incorporated. However, given that you mentioned the equipment includes fixtures bolted to concrete in Ohio, I'd strongly recommend doing a dual filing approach - the standard UCC-1 in Delaware for the movable equipment, and a fixture filing in Ohio for anything that's permanently attached to the real estate. The fact that your client's lease mentions the presses as improvements to the property is a pretty strong indicator they should be treated as fixtures. It's worth the extra filing fee to avoid any perfection issues down the road, especially on a significant credit facility where your compliance team is already watching closely.
0 coins
Laila Fury
•This dual filing approach makes a lot of sense, especially with the lease language treating the presses as improvements. I'm curious though - when you do fixture filings, do you typically need to involve the real estate records office or does it all go through the Secretary of State? I'm new to this and want to make sure I understand the full process for future deals.
0 coins