UCC Document Community

Quick question - does anyone know if there's a difference between describing goods as 'equipment' vs 'machinery'? I've been using them interchangeably but wondering if I should be more consistent.

The confusion around collateral descriptions is totally understandable - I went through the same thing when I started doing secured transactions work. Here's what helped me get clarity: The UCC 9-108 "reasonably identify" standard is actually quite forgiving for most commercial transactions. You can absolutely use broad category descriptions like "all equipment," "all inventory," or "all accounts receivable." The key is avoiding "supergeneric" descriptions like "all personal property" or "all assets" that don't give any meaningful guidance about what's covered. For your rejected filing, I'd bet money it was a debtor name issue rather than the collateral description - those error messages from filing systems can be really misleading. Your description of "all equipment, machinery, and fixtures now owned or hereafter acquired" should be perfectly acceptable under the UCC. The after-acquired property language is standard and necessary for most commercial deals. One practical tip: stick with the UCC's defined categories (equipment, inventory, accounts, etc.) rather than trying to get too creative with industry-specific terms. And remember, broader descriptions are often better because they reduce the need for amendments when the debtor acquires new collateral.

Thanks everyone - this has been incredibly helpful. Sounds like I need to do much more detailed analysis of the existing filings before making any decisions. Going to pull all the UCC-1s and really dig into the collateral descriptions. The PMSI option is interesting since we are financing new equipment acquisition. Will also explore whether subordination discussions make sense with the existing lenders.

One more thing to consider - make sure you understand the difference between a security interest in the equipment itself versus just the proceeds from its sale. I've seen cases where lenders thought they had priority in specific equipment but the earlier filing actually covered the proceeds too, which can complicate recovery strategies. Also, if this is equipment that might be easily moved or sold, consider whether you need additional protections like insurance requirements or location restrictions in your loan agreement, especially if you end up in a junior position.

As someone new to UCC filings, this thread has been incredibly helpful! I'm working on my first secured transaction in Ohio and was getting overwhelmed by all the different fee structures I was seeing online. The $40 electronic/$50 paper breakdown makes it much clearer. One quick follow-up question - when you're doing the initial UCC search before filing, do you typically search under all variations of the debtor's name or just the exact legal name? I want to make sure I'm not missing any existing liens that might affect priority.

Good question! For UCC searches in Ohio, you should definitely search the exact legal name first - that's your primary search and most important for priority purposes. But I also recommend doing searches on common variations just to be thorough. Things like abbreviated forms (if they use "Corp" vs "Corporation"), variations in punctuation, or even common misspellings. Ohio's search system is pretty literal so "ABC Corporation" and "ABC Corp." might yield different results even if they're the same entity. The extra $15 per search adds up but it's usually worth it to avoid surprises later. Also make sure you're searching the correct entity type - LLC vs Corporation searches can return different results even with similar names.

Just went through this exact scenario last month. Start by sending a formal written demand to the secured party via certified mail requesting they provide documentation of the underlying security agreement within 30 days. Include your UCC search results showing the unauthorized filing. Most legitimate companies will respond quickly, but if they can't produce valid documentation, they're legally required to file a UCC-3 termination. Also recommend filing a complaint with your state's AG office - many have specific procedures for fraudulent UCC filings. Keep detailed records of all correspondence and any financial impacts from the unauthorized lien. The key is acting fast and being persistent.

I went through something similar with my logistics company two years ago. Found an unauthorized UCC filing that was blocking a major equipment loan. What worked for me was immediately sending a demand letter to the secured party requesting proof of the underlying debt, while simultaneously filing a formal complaint with the Secretary of State's office. Even though they don't investigate validity, having an official complaint on record helped when I later had to involve an attorney. The secured party initially ignored my first two certified letters, but once my lawyer sent a letter threatening legal action for wrongful lien and potential damages, they filed the UCC-3 termination within a week. Total process took about 6 weeks, but the key was maintaining pressure and documenting everything. Also, notify your refinancing lender immediately about the dispute - some will put a hold on the process rather than deny outright if they see you're actively challenging the lien.

Three week closing deadline is tight for this kind of UCC mess. Have you considered asking your title company if they'll accept an indemnification agreement from Tesla instead of waiting for the actual termination?

UPDATE: Found the filing! It was under the homeowner's name as debtor with 'SolarCity Systems' as secured party. Still no termination on file though. At least now I have the filing number to reference when I contact Tesla again.