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My suggestion would be to call the Delaware SOS office directly and ask about filing requirements for your specific situation. They can usually give you definitive guidance on whether Delaware or Texas is the right jurisdiction.
Good idea. The filing offices are usually pretty helpful if you explain your situation clearly.
I'll try calling both Delaware and Texas to see what they say. Thanks for all the advice everyone!
Just saw this thread and wanted to add - I had a similar Delaware LLC situation last year. Ended up filing in Delaware even though the collateral was in another state. The key is where the debtor is organized, not where the collateral is located (unless it's real estate fixtures).
That matches what I've seen in practice. Organization state is usually the safe bet.
Agreed. I always default to organization state unless there's a specific reason to file elsewhere.
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What's your backup plan if you do find unexpected liens? Are you prepared to walk away or negotiate payoffs at closing?
We have contingencies in the purchase agreement but I'm hoping to avoid that mess. Better to know now than find out after closing.
Smart approach. I've seen deals fall apart because buyers didn't discover liens until the day of closing.
One final tip - print out screenshots of all your searches with timestamps. If any disputes come up later, you'll need proof of what the Delaware UCC database showed on the date you searched.
For your purposes regular searches should be fine, but check with your attorney. Some lenders require certified searches for larger deals.
If you end up using Certana.ai, it automatically generates documentation of all the searches and verifications it performed. Saves you from having to manually screenshot everything.
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For future reference, California requires the debtor name to match EXACTLY what's in their business entity database if the entity is registered there. For out-of-state entities, it needs to match the formation documents exactly. No variations allowed.
That's helpful context. So since this is a Delaware LLC not registered in CA, it should match the Delaware certificate of formation exactly.
Correct. And make sure you're looking at the current version of the Delaware docs, not an older copy.
California Secretary of State has been having system issues all month. I had to file a UCC-3 amendment last week and it took four tries. Their IT department needs serious help.
Seems like every state has UCC system problems these days.
True but California is supposed to be tech-savvy. Their system feels like it's from 2005.
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Update us when you hear back from your lender! Always curious to see how these situations play out. Hopefully they'll get their act together and file it promptly.
Will do! Calling them again tomorrow morning. This thread has given me a lot more confidence about what to ask for and what my rights are.
Good luck! The squeaky wheel gets the grease with these things.
Just want to echo what others have said about verifying the termination once it's filed. I used to just trust that lenders got it right, but after seeing too many mistakes I always double-check now. That Certana tool someone mentioned earlier sounds like it would make the verification process much easier than doing it manually.
Smart approach. Better to catch mistakes early than deal with complications later when you need clean collateral for new financing.
Exactly. Especially with equipment financing where you might want to refinance or use the same collateral for future loans.
Arjun Kurti
I had a similar situation last year and ended up calling the UCC division directly. They were actually pretty helpful in explaining exactly what name format they had on file versus what I was submitting. Might be worth a phone call before refiling.
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Eloise Kendrick
•Good idea. I'll try calling them tomorrow morning to get clarification on the exact name format they have indexed.
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Arjun Kurti
•They're usually busiest mid-morning, so try calling right when they open or later in the afternoon.
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Raúl Mora
Before you refile anything, I'd suggest running all your documents through a verification check. I started using Certana.ai after a similar debtor name disaster and it's saved me multiple times. You just upload your UCC-1, the amendment, and your draft continuation as PDFs and it flags any inconsistencies immediately. Would have caught this indexing issue before you filed.
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Eloise Kendrick
•That sounds really useful. Does it work with documents from different time periods or just current filings?
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Raúl Mora
•Works with any UCC documents you upload. Really helpful for catching those subtle name differences that cause rejections.
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