UCC Document Community

The UCC definition of accounts is one of those things that looks simple on paper but gets complicated fast in real situations. Your invoice receivables and credit card receivables definitely qualify as accounts. The lawsuit settlement is the problem child here - that needs to go under general intangibles since it's not from ordinary business operations. Once you separate those out, your filing should go through fine.

I've been following UCC filings for years and this accounts vs general intangibles distinction trips up so many people. The key thing to remember is that the UCC definition of accounts is pretty narrow - it has to be a right to payment that arises from property sold or services rendered in the ordinary course of business. Lawsuit settlements almost never qualify because they're not part of your regular business operations. I'd suggest breaking your collateral description into two clear categories: "accounts, including trade receivables and credit card receivables" and then separately "general intangibles, including litigation proceeds and settlement claims." This should satisfy the SOS requirements and get your filing through.

Final thought - whatever service you use, make sure you're searching under all possible name variations for the debtor. I've seen too many deals where someone only searched the exact name on the credit application and missed liens filed under the legal entity name or with different punctuation.

I'm new to equipment financing but went through something similar recently in California. The stress is real when you're worried about missing liens! One thing that helped me was creating a checklist of all the entity name variations upfront and making sure whatever service I used could confirm they searched each one specifically. Also learned the hard way to always ask for sample search reports before committing - you can tell a lot about their thoroughness from how they format and organize the results. The legitimate services are usually happy to show you examples of their work.

Thanks everyone for the detailed explanations - this thread really cleared up my confusion! Based on what you've all shared, I think our firm's current approach might actually be fine for perfection purposes since we're filing UCC-1s properly, but we definitely need to revise our notification procedures to better protect our payment rights. It sounds like we should be more proactive about notifying account debtors, especially on larger deals where collection issues could be costly. I'm going to review our standard forms to make sure our notification language meets the requirements outlined in the official comment, and probably implement more systematic notification procedures going forward. Really appreciate the practical insights from everyone who's dealt with these same interpretation challenges.

This discussion has been incredibly helpful! I'm dealing with a similar situation in my practice where we handle both equipment financing and factoring arrangements. One additional consideration I'd add is that for equipment financing specifically, you might want to coordinate your notification timing with any progress payment schedules in the underlying contracts. We've found that notifying account debtors right after equipment delivery but before the first payment is due gives you maximum protection while minimizing disruption to the business relationship between your debtor and their customer. Also worth noting that some account debtors will request verification of the assignment before redirecting payments, so having your documentation package ready can speed up the process significantly.

Just to add - if you're ever dealing with actual accession situations, remember that UCC 9-335 has priority rules that can affect your security interest. But like others said, doesn't sound like your situation.

Great discussion here! As someone who's dealt with similar confusion, I'd recommend focusing on practical terminology rather than getting caught up in legal technicalities. For equipment financing like your printing press situation, think of it this way: you want your security interest to cover not just what exists today, but anything that gets added, attached, or becomes part of the equipment later. The magic words are usually "including all additions, accessions, attachments, parts, and accessories." This catches both true legal accessions (rare in equipment deals) and the more common scenario of components being added over time. Your lender's attorney can fine-tune the language, but broad coverage is definitely the way to go here.

Thanks everyone for all the insights. Sounds like I definitely need to file the UCC-1 here in addition to the security agreement philippines documentation. Going to focus on getting the debtor name exactly right and making sure the collateral description works regardless of equipment location. The document consistency checking tools mentioned here sound like they could save me a lot of headaches.

This is really helpful discussion. I'm new to international secured transactions and this thread is eye-opening about all the complexity involved. One question - when you're dealing with equipment that moves between countries like this, do you need to notify both filing systems when the collateral location changes significantly? Or is it enough to have the broad serial number-based descriptions that Eva mentioned? I'm worried about creating inadvertent gaps in perfection if we don't handle the cross-border movement properly.