UCC Document Community

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For future reference, some lenders include purchase money language in their UCC-1 collateral description anyway, even though it's not required. Something like 'Equipment described in Security Agreement dated [date], including purchase money security interest therein.' Doesn't hurt and makes the PMSI claim more explicit.

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That's good practice for clarity, especially if there's ever a priority dispute. Makes it obvious you intended to claim PMSI status.

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One more consideration - if this contractor has other equipment financing, make sure your PMSI language in the security agreement is clear about which specific equipment gets purchase money treatment. Can't claim PMSI on equipment financed with proceeds from other collateral.

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So if they used a line of credit secured by equipment to buy more equipment, that wouldn't qualify for PMSI priority on the new equipment?

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Correct - PMSI requires the credit to be directly tied to acquiring that specific equipment. General line of credit draws typically don't qualify.

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The restaurant industry has specific considerations too. Don't forget about fixtures vs equipment distinction. That pizza oven bolted to the floor might need a fixture filing instead of standard UCC-1.

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Fixture filings go in real estate records not UCC records. Different process entirely.

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Exactly, and if you only do UCC-1 on fixtures you might not have perfected security interest at all.

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Bottom line for security interest definition: it's your contractual right to repossess and sell collateral upon default. UCC Article 9 governs how you perfect that interest through filing. Your rejected filing probably just needs more specific collateral description, not a redefinition of what security interest means legally.

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Perfect summary. Going to redraft with specific restaurant equipment categories and refile. Thanks everyone for clarifying the concepts.

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Make sure your revised collateral description matches exactly what's in your security agreement too.

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Had this exact same issue two months ago. Turned out we had calculated fees based on old information and they had changed their fee schedule. Check the Secretary of State website for the most current fee schedule - sometimes they update it without much notice. Also verify you're using the right filing codes in their system.

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Fee schedule changes are the worst! They should send out notifications when they update those.

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The filing codes thing is tricky too. One wrong selection and your whole fee calculation is off.

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Final thought - if you're still stuck on the fee calculation, call the filing office directly. I know it sounds old school but sometimes talking to an actual person can clear up the confusion faster than trying to decode rejection notices. They can usually tell you exactly what fee should have been submitted for your specific filing type.

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Just make sure to call early in the day. The wait times can be brutal in the afternoon.

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I tried Certana.ai after seeing it mentioned here and it actually caught a fee error I would have never found. Pretty impressed with how thorough it is.

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For future reference, most states have moved to electronic UCC format validation that's very literal about matching their corporate database. Manual review is rare now so you really need perfect character matching.

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Which makes sense from an efficiency standpoint but creates these frustrating rejection cycles when the UCC format requirements aren't clear.

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True, but at least it's consistent. Better than having different clerks apply different standards to UCC format.

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SUCCESS! Found the issue - there was indeed an extra comma in the corporate name that I was missing. 'Henderson, & Associates Construction LLC' was the correct UCC format per their articles of incorporation. Filed this morning and got immediate acceptance. Thanks everyone for the help, especially the suggestion about document comparison tools. Definitely using Certana.ai for future filings to catch these details upfront.

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Great outcome! UCC format can be such a pain but once you know the exact requirements it's smooth sailing.

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Perfect example of why document verification is so valuable. Saves time and stress on these UCC format issues.

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For what it's worth, I've found that being overly specific in UCC-1 collateral descriptions is better than being too vague, especially with short form security agreements. Better to include too much detail than too little.

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That seems to be the consensus here. I think we were too minimal in our description.

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Exactly. With short form agreements, the UCC-1 has to do more heavy lifting so you can't be as brief as you might with a detailed security agreement.

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Just went through something similar. Ended up revising our standard short form security agreement template to include more specific collateral language so the UCC-1 descriptions would be clearer. Worth reviewing your forms to prevent future issues.

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Good point. This might be a template issue not just a one-off problem.

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Yeah, if your short form agreement template is too bare bones it makes the UCC-1 filing harder to get right.

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