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Bottom line for your CNC situation: primary use = manufacturing = equipment classification. The occasional sales don't change that fundamental relationship. List as equipment and you're good to go.
Great discussion on the primary use test! One thing to add - when documenting your rationale for equipment classification, consider including a brief description in your security agreement about how the CNC machines are "used or bought for use primarily in business operations" rather than "held for sale or lease." This language mirrors the UCC definitions and can help support your classification decision if it's ever questioned. Also, for mixed-use assets like yours, some attorneys recommend including a clause that covers "all replacements, substitutions, and proceeds" to catch any scenario where equipment might temporarily shift categories.
This is really valuable advice about the documentation approach! I hadn't thought about explicitly using the UCC definitional language in the security agreement itself. The "replacements, substitutions, and proceeds" clause sounds like great protection too - would that cover scenarios where they trade in old CNC machines for newer models? Also, when you mention "if it's ever questioned," are you thinking more about disputes with other creditors or issues during enforcement proceedings?
I'm working on a similar equipment financing deal right now. These UCC 1-308 formerly 1-207 questions come up a lot but honestly they're a distraction from the real issues. Focus on debtor name accuracy, proper collateral description, and timely filing. That's what actually protects your security interest.
Hassan, you're absolutely right to be cautious about this. I've been dealing with UCC filings for over 15 years and can confirm what everyone else is saying - UCC 1-308 (formerly 1-207) has no place on UCC-1 financing statements. That provision is about preserving rights when you're compelled to perform under a contract, which isn't what's happening when you file a UCC-1. You're simply giving public notice of your security interest. Adding that language could confuse the filing office or even lead to rejection. For your $350k equipment loan, stick to the basics: exact legal name of the debtor (check their articles of incorporation), clear collateral description like "equipment and inventory," and make sure you file timely to preserve any purchase money security interest priority. Your lien perfection depends on these fundamentals, not on reservation of rights clauses that don't apply to this type of filing.
This is really comprehensive advice, thank you! I'm new to UCC filings and was getting confused by all the different information online about UCC 1-308 formerly 1-207. It's helpful to hear from someone with 15 years of experience that this notation simply doesn't belong on financing statements. I'll definitely focus on getting the debtor name exactly right from their corporate documents and keeping the collateral description clean and straightforward. One quick follow-up - when you mention checking articles of incorporation for the exact legal name, should I also be concerned about any DBA names the company might be using, or is the legal entity name from the charter documents always what goes on the UCC-1?
The bottom line is that your NCCS UCC statement needs to support your lender's security interest in the current equipment configuration. If there are gaps, fix them now before closing. Whether that's through documentation, amendments, or supplemental agreements depends on your specific situation. Get your attorney involved if you're unsure about the best approach.
Smart approach. Better to over-document than have surprises during closing.
I've been following this discussion and wanted to add something that might help - when dealing with NCCS UCC statement documentation, don't forget to check if your state has specific formatting requirements or standardized forms. Some states are very particular about how equipment specifications need to be described in the NCCS documentation, especially for manufacturing equipment like yours. Also, since you mentioned the $850K value, make sure your insurance documentation aligns with your NCCS UCC statement - lenders often cross-reference these during their review process. The last thing you want is a discrepancy between your filed collateral description and your insurance schedules that creates questions about coverage gaps.
Bottom line: get your collateral description fixed with specific equipment categories, ignore the UCC 1-308/1-103 stuff for filing purposes, and file your continuation early. You'll be fine.
Perfect summary. Thanks everyone for clearing up my confusion.
No problem. We've all been there with UCC filing confusion.
As a newcomer to UCC filings, this thread has been incredibly helpful! I'm dealing with a similar situation where I'm trying to perfect a security interest in restaurant equipment worth about $400K. Reading through all these responses, it's clear I need to focus on Article 9 requirements rather than getting distracted by general UCC provisions. The advice about being specific with collateral descriptions makes total sense - I was planning to use broad language but now I'll list "commercial kitchen equipment including ovens, refrigeration units, prep tables" etc. Also definitely going to check out that Certana.ai verification tool before filing. Better to catch errors early than deal with rejections later!
Great to see another newcomer jumping in! Your restaurant equipment approach sounds smart. I'd also suggest double-checking if your state has any specific requirements for restaurant/food service equipment filings - some states have additional disclosure requirements for certain types of commercial equipment. Also, since you mentioned $400K in value, make sure your insurance coverage aligns with your UCC filing timeline. I learned that lesson the hard way when there was a gap between when our equipment was delivered and when our security interest was properly perfected.
Welcome! This thread has been a real eye-opener for me too. I'm new to secured transactions and was making similar mistakes with UCC sections. One thing I learned from reading everyone's responses is that the filing office requirements are completely separate from the substantive law provisions. For your restaurant equipment, you might also want to consider whether any of the equipment could be considered "consumer goods" if the restaurant is owner-operated - that could affect your perfection requirements. Also, make sure your debtor's legal name exactly matches their organizational documents. I made that mistake on my first filing and had to refile everything. The community here is really helpful for newcomers like us!
Ava Williams
For your $2.8M manufacturing facility, you'll want to be comprehensive but precise. Based on what you've described, your main categories should be: (1) Equipment - all machinery, tools, vehicles, computer hardware, furniture; (2) Inventory - raw materials, work-in-progress, finished goods; (3) Accounts - all accounts receivable, payment intangibles; (4) General intangibles - IP, software licenses, customer lists, goodwill, contract rights; (5) Deposit accounts - all bank accounts; (6) Investment property if applicable. Don't forget to add "and all proceeds and products thereof" to each category. Given the loan size, I'd strongly recommend having an experienced UCC attorney review your collateral descriptions before filing - the cost of getting it wrong far exceeds the review fee.
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Sean O'Brien
•This is exactly the kind of comprehensive breakdown I needed! Thank you @Ava Williams. The systematic approach to categorizing each asset type makes a lot more sense than trying to figure it out piecemeal. I'm definitely going to get legal review given the loan size - better safe than sorry with this much money on the line. One quick follow-up: do you typically use the same "and all proceeds and products thereof" language for deposit accounts, or is that mainly for the other categories?
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Liam O'Donnell
•@Sean O'Brien Good question on the proceeds language! For deposit accounts, you typically don't need "proceeds and products thereof" since deposit accounts don't generate proceeds in the same way inventory or equipment would. The deposit account IS the proceeds in most cases. However, you might want to include "and all cash, checks, and other items deposited therein" to be thorough. The proceeds language is most critical for inventory, accounts receivable, and equipment where the collateral turns over or gets sold. For investment property, you'd want to cover "proceeds and products" to capture dividends, interest, and sale proceeds from securities.
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Mateo Lopez
As someone new to UCC filings, this thread has been incredibly educational! I'm working on my first major secured transaction and was getting overwhelmed by all the different asset categories. The systematic breakdown from @Ava Williams really clarifies things - I had no idea about the distinction between chattel paper and general intangibles, or that investment property needs control agreements beyond just the UCC-1 filing. One thing I'm still confused about: if a manufacturing company has both raw materials AND finished goods, do those get listed as separate line items in the collateral description, or can you just say "all inventory" and have it cover both? Also seeing multiple mentions of Certana.ai's document checker - is that something most firms are using now for UCC verification?
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