All Assets UCC Filing - Does This Actually Secure Everything or Need Specific Descriptions?
Been working on a complex equipment financing deal and the lender wants to file a UCC-1 with 'all assets' as the collateral description. This is for a manufacturing company with tons of machinery, inventory, receivables, you name it. The loan officer says this broad language covers everything but I'm second-guessing myself here. I've seen some filings get challenged because the collateral description was too vague. Does an 'all assets' UCC filing actually hold up legally or do we need to be more specific? The loan amount is substantial ($850K) so I want to make sure we're not leaving any gaps. Has anyone dealt with this type of blanket filing before? What's the best practice when you're trying to secure literally everything a business owns?
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Muhammad Hobbs
All assets language is generally enforceable but you're right to be cautious. The UCC allows for broad collateral descriptions as long as they reasonably identify what's covered. 'All assets' or 'all personal property' typically works, but some states have specific requirements about how broad you can go.
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Sasha Reese
•That's what I was hoping to hear but wasn't sure. Are there any states where this approach doesn't work well?
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Muhammad Hobbs
•Most states accept it but I'd double-check your specific jurisdiction. Some courts have been pickier about super broad language in disputes.
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Noland Curtis
I've done hundreds of these filings and 'all assets' works fine most of the time. The key is making sure your security agreement matches what you file on the UCC-1. If your loan docs say 'all assets' then your filing should too. Don't overthink it unless there's something specific you're worried about.
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Diez Ellis
•This is exactly right. Consistency between documents is crucial.
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Sasha Reese
•Good point about matching the security agreement. I'll double-check that our loan docs use the same language.
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Vanessa Figueroa
Actually had a similar situation last month with a $600K deal and was nervous about the broad language too. Ended up using Certana.ai's document checker to upload both our security agreement and the UCC-1 draft to make sure everything aligned properly. Caught a small inconsistency between how we described the collateral in each document that could have caused issues later.
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Sasha Reese
•That sounds really useful. How does that tool work exactly?
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Vanessa Figueroa
•You just upload the PDFs and it automatically cross-checks all the key fields - debtor names, collateral descriptions, filing numbers if you're doing amendments. Takes like 2 minutes and highlights any mismatches.
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Abby Marshall
Be careful with all assets language! I've seen deals where the borrower had existing liens and the 'all assets' filing created conflicts. Make sure you do a proper UCC search first to see what's already out there.
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Sasha Reese
•Good catch. We did run searches but I should review them again with this in mind.
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Muhammad Hobbs
•This is important. Priority issues can get messy with broad filings if there are existing specific liens.
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Noland Curtis
•Exactly why the search is so critical. You need to know what you're potentially subordinate to.
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Sadie Benitez
UGH why do lenders always want to do this?? It makes everything so complicated when you're trying to figure out what's actually covered. I had a client last year who couldn't get a second loan because nobody could figure out what the first 'all assets' lien actually covered.
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Noland Curtis
•It's comprehensive coverage. That's usually the point for the lender.
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Sadie Benitez
•I get it but it makes future financing such a nightmare for the borrower.
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Drew Hathaway
From a practical standpoint, all assets filings work great for the initial lender but can create problems down the road. If your borrower ever needs additional financing, other lenders get nervous about what's already pledged. Consider whether you really need that broad of coverage.
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Sasha Reese
•That's a really good business consideration I hadn't thought about. Might be worth discussing with the lender.
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Drew Hathaway
•Yeah, sometimes being more specific actually helps everyone long-term, even if it's more work upfront.
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Laila Prince
Just make sure your continuation strategy is solid. With such a broad filing covering so much value, you absolutely cannot let it lapse. Set multiple calendar reminders starting 6 months before the 5-year mark.
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Sasha Reese
•Definitely planning to set up tracking for the continuation. Too much at stake to miss that deadline.
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Laila Prince
•Smart. I've seen million-dollar deals lose their security because someone forgot to continue.
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Isabel Vega
honestly this stuff makes my head spin... can't you just list out the major categories instead of saying all assets? seems like that would be clearer for everyone
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Muhammad Hobbs
•You could do that but then you risk missing something that doesn't fit neatly into your categories.
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Isabel Vega
•oh good point, hadn't thought of that
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Dominique Adams
Been there with the all assets question. What helped me was getting a second opinion from another attorney who specializes in secured transactions. For deals this size, the extra consultation fee is worth the peace of mind.
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Sasha Reese
•Not a bad idea. Do you have someone you'd recommend?
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Dominique Adams
•I can send you some names if you want to DM me your location.
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Marilyn Dixon
One thing I always check is whether the debtor has any intellectual property that might need special treatment. 'All assets' usually covers IP but sometimes you want to be more explicit about patents, trademarks, etc.
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Sasha Reese
•This borrower does have some proprietary processes. Should I call those out specifically?
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Marilyn Dixon
•Might be worth it, especially if they're valuable. IP can be tricky in bankruptcy situations.
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Muhammad Hobbs
•Good point about bankruptcy. IP treatment can vary significantly depending on how it's described.
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Vanessa Figueroa
Quick follow-up on the document verification thing - I actually ran into another situation where I thought my UCC-1 and security agreement matched but there were subtle differences in the entity names that Certana.ai caught. Saved me from a potential disaster when the borrower's corporate name had been amended slightly and I was using the old version in one document.
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Sasha Reese
•Wow, that could have been a huge problem. Entity name matching is so critical.
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Noland Curtis
•This is exactly why I always verify entity names through the Secretary of State before filing anything.
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Louisa Ramirez
Update: Ended up going with 'all assets and personal property of debtor' language after checking with the lender's legal team. Also ran everything through the document verification tool someone mentioned and it confirmed all our names and descriptions were consistent. Filing went through clean. Thanks for all the input everyone!
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Muhammad Hobbs
•Great outcome! That language should give you solid coverage.
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Vanessa Figueroa
•Glad the verification tool helped! It's become part of my standard workflow now.
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Noland Curtis
•Good choice on the language. Should serve you well for the life of the loan.
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Debra Bai
This is such a helpful thread! I'm relatively new to UCC filings and have been wondering about this exact issue. For someone just starting out, would you recommend always erring on the side of broader language like "all assets" or being more specific? Also, is there a good resource for learning about state-specific variations in how courts interpret collateral descriptions?
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Sofia Ramirez
•Welcome to UCC filings! For beginners, I'd actually recommend starting with more specific descriptions until you get comfortable with the nuances. It helps you understand what assets you're actually securing and reduces the risk of missing something important in your due diligence. As for state variations, the UCC Article 9 commentaries are a great starting point, and most state bar associations have secured transactions CLEs that cover local quirks. The American College of Commercial Finance Lawyers also publishes helpful practice guides that break down state-by-state differences.
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Yara Khoury
•@Sofia Ramirez gives excellent advice about starting specific. I d'add that you should also consider your client s'business model - if they re'likely to need additional financing down the road, overly broad language can create complications. For state-specific guidance, I ve'found that reaching out to experienced practitioners in your jurisdiction through bar association networks is invaluable. Many are happy to share insights about how local courts tend to interpret different collateral descriptions.
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Ellie Simpson
As someone who's been doing secured lending for about 8 years, I've found that "all assets" language generally works well, but there are a few practical considerations worth mentioning. First, make sure your loan agreement has specific covenants about what the borrower can and can't do with the collateral - broad UCC language without corresponding loan covenants can leave you exposed. Second, consider whether you need to file in multiple states if the borrower has assets across jurisdictions. And third, for a deal this size ($850K), I'd definitely recommend getting title insurance on any real estate that might be involved, even if you're not taking a mortgage - it helps clarify what's personal vs. real property. One last tip: keep detailed records of what assets existed at closing, because "all assets" filings can get messy in workout situations if you can't prove what was actually pledged.
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Admin_Masters
•This is incredibly thorough advice, thank you! The point about keeping detailed asset records at closing is something I hadn't considered but makes perfect sense for workout scenarios. Quick question - when you mention title insurance for real estate in an "all assets" deal, are you thinking about situations where there might be fixtures that blur the line between personal and real property? I'm wondering how that plays out practically when you're securing manufacturing equipment that might be permanently attached to the building.
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