Okla. Stat. tit. 12A § 1-9-307

Current through Laws 2024, c. 453.

Section 1-9-307 - Location of debtor

(a) In this section, "place of business" means a place where a debtor conducts its affairs.

(b) Except as otherwise provided in this section, the following rules determine a debtor's location:

(1) A debtor who is an individual is located at the individual's principal residence;

(2) A debtor that is an organization and has only one place of business is located at its place of business; and

(3) A debtor that is an organization and has more than one place of business is located at its chief executive office.

(c) Subsection (b) of this section applies only if a debtor's residence, place of business, or chief executive office, as applicable, is located in a jurisdiction whose law generally requires information concerning the existence of a nonpossessory security interest to be made generally available in a filing, recording, or registration system as a condition or result of the security interest's obtaining priority over the rights of a lien creditor with respect to the collateral. If subsection (b) of this section does not apply, the debtor is located in the District of Columbia.

(d) A person that ceases to exist, have a residence, or have a place of business continues to be located in the jurisdiction specified by subsections (b) and (c) of this section.

(e) A registered organization that is organized under the law of a state is located in that state.

(f) Except as otherwise provided in subsection (i) of this section, a registered organization that is organized under the law of the United States and a branch or agency of a bank that is not organized under the law of the United States or a state are located:

(1) in the state that the law of the United States designates, if the law designates a state of location;

(2) in the state that the registered organization, branch, or agency designates, if the law of the United States authorizes the registered organization, branch, or agency to designate its state of location, including by designating its main office, home office, or other comparable office; or

(3) in the District of Columbia, if neither paragraph (1) nor paragraph (2) of this subsection applies.

(g) A registered organization continues to be located in the jurisdiction specified by subsection (e) or (f) of this section notwithstanding:

(1) the suspension, revocation, forfeiture, or lapse of the registered organization's status as such in its jurisdiction of organization; or

(2) the dissolution, winding up, or cancellation of the existence of the registered organization.

(h) The United States is located in the District of Columbia.

(i) A branch or agency of a bank that is not organized under the law of the United States or a state is located in the state in which the branch or agency is licensed, if all branches and agencies of the bank are licensed in only one state.

(j) A foreign air carrier under the Federal Aviation Act of 1958, as amended, is located at the designated office of the agent upon which service of process may be made on behalf of the carrier.

(k) This section applies only for purposes of this part.

Okla. Stat. tit. 12A, § 1-9-307

Amended by Laws 2015 , c. 374, s. 3, eff. 11/1/2015.

Added by Laws 2000 , SB 1519, c. 371, § 27, eff. 7/1/2001.

Oklahoma Code Comment

New section 9-307 generally follows current law in some respects: The location of the debtor is the debtor's place of business (or chief executive office, if the debtor has more than one place of business). But new section 9-307 contains three major exceptions. First, a "registered organization," such as a corporation or limited liability company, is located in the state under whose law the debtor is organized, e.g., a corporate debtor's state of incorporation. Will this cause fewer local filings and more filings in Delaware? Probably not, as many corporations are small and are locally chartered. Second, an individual debtor (i.e., a human being) is located at his or her principal residence. Third, section 9-307 contains special rules for determining the location of the United States and registered organizations organized under the law of the United States.

If a corporation is organized in more than one jurisdiction, it is not a "registered organization" under revised section 9-102(a)(70) . It is treated as an unincorporated entity, so it is deemed located at its headquarters pursuant to section 9-307(b) .

Applying the foregoing rules, if a debtor is located in a jurisdiction whose law does not require public notice as a condition of perfection of a security interest, section 9-307 says that the entity is deemed located in the District of Columbia. Thus, to the extent that revised Article 9 applies to non-U.S. debtors, perfection can be accomplished in many cases by a domestic filing. This should be effective as to U.S. assets, and may also be recognized in other countries.

If collateral is transferred to a different debtor in another jurisdiction (including in a "reincorporation" transaction), the perfection of the security interest in the transferred collateral will lapse after one year. See revised sections 9-316(a)(3) and 9-508 . Section 9-307(d) contains appropriate language to keep the "location" from evaporating while an entity is in the process of dissolving and the like.

For "location" issues in a letter-of-credit transaction, the practitioner should consult new revised section 9-306 .