Upcoming Change in Delaware UCC Filing Procedures


The Delaware Division of Corporations (the “Division”) recently announced that effective December 1, 2015, its Uniform Commercial Code (“UCC”) filing office will no longer accept paper UCC filings submitted directly to the State of Delaware via regular mail, courier or fax. The Division will instead require that all UCC filings be submitted to the Division electronically.

Under the new rules, electronic UCC filings may be submitted directly to the Division via the State of Delaware’s e-UCC web application, or through a variety of UCC XML submitters. Paper filings may be submitted through an “Authorized UCC Filer,” a company that has, according to the Division, “a long-standing relationship with the State of Delaware” and has been approved by the Division for the submission of UCC filings. A list of Authorized UCC Filers with contact information can be obtained on the Division’s website here.

This change in filing method doesn’t affect existing deadlines or notice requirements for filings, which will be the same as in the past. However, it is believed that the transition from paper to electronic filing will create much greater efficiency within the Division and produce significant operational savings for the State of Delaware. Also, electronic filing should permit searches to be more current and accurate.

Under Section 9-307(e) of the UCC, a registered organization that is organized under the law of a state is located in that state. Accordingly, corporations, limited liability companies, limited partnerships and other similar entities with respect to which the state is required to maintain a public record showing it has been organized under Delaware law would be located in Delaware for UCC purposes. Under the UCC’s applicable filing rules, secured parties may be required to file financing statements in the state where the related debtor is located to perfect a security interest in some types of collateral. Parties considering the proper place to file UCC financing statements should consult with counsel to determine the appropriate place(s) for recordation under applicable law.

For more information, please contact one of the lawyers below or any lawyer in the Haynes and Boone Finance Practice Group.

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