The foregoing discussion assumes that each transaction bears an appropriate relation to the forum State. In the absence of an appropriate relation, the forum State's entire UCC, including the choice-of-law provisions in Article 9 [Maine cite Article 9-A] (Sections 9-301 through 9-307 [Maine cite section 9-1301 through 9-1307]), will not apply. See Section 9-109 [Maine cite section 9-1109], Comment 9.

4. Registered Organizations Organized Under Law of a State. Under subsection (e) [Maine cite subsection (5)], a registered organization (e.g., a corporation or limited partnership) organized under the law of a "State" (defined in Section 9-102 [Maine cite section 9-1102]) is located in its State of organization. Subsection (g) [Maine cite subsection (7)] makes clear that events affecting the status of a registered organization, such as the dissolution of a corporation or revocation of its charter, do not affect its location for purposes of subsection (e) [Maine cite subsection (5)]. However, certain of these events may result in, or be accompanied by, a transfer of collateral from the registered organization to another debtor. This section does not determine whether a transfer occurs, nor does it determine the legal consequences of any transfer.

Determining the registered organization-debtor's location by reference to the jurisdiction of organization could provide some important side benefits for the filing systems. A jurisdiction could structure its filing system so that it would be impossible to make a mistake in a registered organization-debtor's name on a financing statement. For example, a filer would be informed if a filed record designated an incorrect corporate name for the debtor. Linking filing to the jurisdiction of organization also could reduce pressure on the system imposed by transactions in which registered organizations cease to exist--as a consequence of merger or consolidation, for example. The jurisdiction of organization might prohibit such transactions unless steps were taken to ensure that existing filings were refiled against a successor or terminated by the secured party.

5. Registered Organizations Organized Under Law of United States; Branches and Agencies of Banks Not Organized Under Law of United States. Subsection (f) [Maine cite subsection (6)]