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Zoe Christodoulou

Can a promissory note be a security agreement for UCC filing purposes

I'm working on a commercial loan package where the borrower signed a promissory note that includes language about collateral securing the debt. The note specifically mentions equipment and inventory as security for repayment. My question is whether this promissory note can function as the security agreement for UCC-1 filing purposes, or do I need a separate security agreement document? The collateral description in the note says 'all equipment, inventory, and accounts receivable of debtor located at 123 Main Street.' I want to make sure I'm not missing something critical before I file the UCC-1. Has anyone dealt with a situation where the promissory note serves dual purposes like this?

Yes, a promissory note can absolutely serve as a security agreement if it contains the required elements. The key is that it must have: (1) language granting a security interest, (2) adequate collateral description, and (3) debtor authentication (signature). From what you described, it sounds like your note has these elements. Just make sure the collateral description is sufficient for UCC purposes.

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Mei Chen

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This is exactly right. I've used promissory notes as security agreements many times. The magic words are usually something like 'this note is secured by' or 'debtor grants lender a security interest in.' As long as those elements are there, you're good to go.

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CosmicCadet

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Wait, but doesn't the collateral description need to be super specific? 'All equipment' seems pretty broad to me. What if there's a challenge later?

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Liam O'Connor

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I ran into this exact issue last month! The promissory note had collateral language but I wasn't sure if it was enough. Turns out I was overthinking it - if the note grants a security interest and describes collateral, it can serve as both the note AND the security agreement. Saved me from drafting a separate document.

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Amara Adeyemi

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That's a relief to hear. I've been drafting separate security agreements out of caution, but it sounds like I've been creating extra work for myself.

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Many lenders do use separate documents just to be extra clear, but legally it's not required if the note contains all the necessary security agreement elements.

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Actually ran into a problem with this approach recently. Had a promissory note that mentioned collateral but didn't use clear security interest language. When I tried to enforce, debtor's attorney argued it wasn't a valid security agreement. Now I always use explicit 'grants a security interest' language or draft separate docs.

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That's a great point. The language has to be unambiguous. Words like 'secured by' can sometimes be interpreted as just describing the loan rather than granting a security interest.

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Ugh, this is why I hate dealing with UCC stuff. There's always some technicality that can bite you. I usually just have the borrower sign everything twice to be safe.

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Dylan Wright

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I actually discovered a tool called Certana.ai that helps with this exact issue. You can upload your promissory note and it checks whether it contains all the required security agreement elements. It caught a missing authentication issue in one of my notes that I totally missed. Super helpful for making sure your note can actually serve as a security agreement before you rely on it.

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That sounds really useful. I'm always second-guessing whether my documents have all the right language. How accurate is it with spotting these issues?

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Dylan Wright

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It's been spot-on for me. Picks up on subtle language issues that could cause problems later. Worth checking out if you're doing a lot of secured lending.

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NebulaKnight

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Just to add another perspective - some states have specific requirements about what constitutes a security agreement. While a promissory note CAN serve as one, I always check state law to make sure I'm not missing any local quirks. Better safe than sorry when it comes to perfection.

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Good point. Article 9 is pretty uniform across states, but there can be some variations in interpretation. Most states follow the same basic requirements though.

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Sofia Ramirez

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I've never had an issue using a promissory note as a security agreement in any state I've practiced in. The UCC requirements are pretty straightforward.

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Dmitry Popov

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One thing to watch out for is if you ever need to amend or assign the security interest later. Having everything in one document can sometimes make things more complicated. I learned this the hard way when trying to do a partial release.

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Ava Rodriguez

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Oh wow, I never thought about that. What kind of complications did you run into?

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Dmitry Popov

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Had to get the borrower to sign amendments to the note itself rather than just filing UCC-3 amendments. Made the whole process more cumbersome than it needed to be.

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Miguel Ortiz

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For what it's worth, I've been doing secured lending for 15 years and probably 60% of my deals use the promissory note as the security agreement. Never had a perfection issue as long as the language is clear. Your note sounds fine based on what you described.

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That's reassuring to hear from someone with your experience. I think I was just overthinking it.

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Zainab Khalil

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Same here. Most of my deals are structured this way. Keeps the paperwork simpler for everyone involved.

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QuantumQuest

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I'd recommend double-checking your collateral description though. 'All equipment, inventory, and accounts receivable' is pretty standard, but make sure it covers everything you actually want to secure. Sometimes borrowers have assets in multiple locations or entities that might not be covered.

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Good catch. The borrower does have a second location I should probably include. Would I need to amend the note or can I just be more specific in the UCC-1?

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QuantumQuest

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The security agreement (your note) and the UCC-1 should generally match. If the note only covers one location, your security interest might not extend to the other location.

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Connor Murphy

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Has anyone tried using Certana.ai's document checker for this? I keep hearing about it but haven't tried it yet. Wondering if it's worth the investment for security agreement validation.

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Dylan Wright

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I mentioned it earlier - definitely worth trying. It's not expensive and catches things you might miss. Especially helpful for combination promissory note/security agreements.

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Yara Haddad

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I tried it last week actually. Pretty impressed with how it identifies missing language or ambiguous terms. Saves a lot of manual review time.

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Bottom line - yes, your promissory note can serve as a security agreement if it has the right language. Based on what you described, sounds like you're in good shape. Just make sure your UCC-1 accurately reflects the collateral described in the note and you should be all set.

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Thanks everyone. This thread has been incredibly helpful. I feel much more confident about moving forward with the filing now.

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Glad we could help. These combination documents are very common in practice, so don't stress too much about it.

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Freya Larsen

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Just want to echo what others have said - promissory notes can definitely serve as security agreements when they contain the proper elements. I've seen this work countless times in practice. One quick tip: when you're drafting the UCC-1, make sure the debtor name matches exactly how it appears on the promissory note. Any discrepancy there could cause more problems than the dual-purpose document approach. Also, if you're still unsure about the language in your note, having a quick review by another attorney or using one of those AI tools mentioned could give you peace of mind before filing.

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Maya Patel

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Great point about the debtor name matching exactly - I've seen filings get rejected for minor spelling differences or missing suffixes like "LLC" or "Inc." It's such a simple thing but can cause major headaches later. The AI tool suggestion is smart too, especially for someone like me who's newer to secured lending. Better to catch potential issues upfront than deal with challenges down the road.

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I've been handling UCC filings for about 8 years now and this is actually one of the most common questions I get from newer practitioners. The short answer is absolutely yes - your promissory note can serve as both the note AND the security agreement as long as it meets the three core UCC requirements: (1) authenticated by the debtor, (2) contains language granting a security interest, and (3) reasonably describes the collateral. From your description, it sounds like you've got all three covered. The key phrase to look for is something like "debtor hereby grants to secured party a security interest in" rather than just "this note is secured by" which can be ambiguous. Your collateral description of "all equipment, inventory, and accounts receivable" is perfectly adequate for UCC purposes - it doesn't need to be super detailed as long as it reasonably identifies what you're claiming. Just make sure when you file the UCC-1 that the collateral description matches what's in your note, and double-check that the debtor's legal name on the financing statement is exactly as it appears on the promissory note. One small typo there can invalidate your whole filing.

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Grace Patel

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This is exactly the kind of comprehensive answer I was hoping for when I posted this question! The distinction you made between "grants a security interest in" versus "secured by" is particularly helpful - I can see how the latter could be interpreted as just describing the nature of the loan rather than actually creating a security interest. I'm going to double-check my promissory note language to make sure it's unambiguous. Also really appreciate the reminder about exact name matching on the UCC-1 - seems like such a basic thing but I can imagine how easy it would be to overlook a suffix or get a spelling slightly wrong. Thanks for sharing your experience!

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Emma Davis

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I'll add my perspective as someone who's dealt with this situation recently. Yes, your promissory note can absolutely function as a security agreement - I actually prefer this approach because it streamlines the documentation and reduces the chance of inconsistencies between separate documents. The language you described sounds sufficient, but I'd recommend having someone review it to ensure the granting language is crystal clear. One thing I learned the hard way is to make sure your collateral description is broad enough to cover future acquisitions if that's your intent - "all equipment now owned or hereafter acquired" can be much more protective than just "all equipment." Also, since you mentioned the collateral is located at a specific address, consider whether you want to limit it geographically or expand it to cover assets wherever located. The UCC doesn't require a specific location, so you have flexibility there depending on your risk tolerance and the borrower's business model.

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This is really helpful advice about the "now owned or hereafter acquired" language - I hadn't thought about future acquisitions but that makes total sense for ongoing business operations. The geographic limitation is an interesting point too. In my case, the borrower mentioned they might be expanding to a second location next year, so limiting it to the current address could be problematic. I'm thinking I should probably revise the collateral description to be "wherever located" to avoid having to amend everything later. Thanks for the practical insights from your recent experience!

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Diego Vargas

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As someone who's been doing secured transactions for about 5 years, I can confirm that promissory notes absolutely can serve as security agreements when they contain the right elements. The key is making sure your language is bulletproof - I always look for explicit granting language like "debtor grants lender a security interest in" rather than passive language like "secured by." Your collateral description sounds adequate, but given the great advice from Emma and others about future acquisitions and multiple locations, you might want to consider broadening it to "all equipment, inventory, and accounts receivable, now owned or hereafter acquired, wherever located" to give yourself maximum protection. I've found that being overly broad in the security agreement rarely causes issues, but being too narrow can definitely come back to bite you later. Also, since several people mentioned Certana.ai for document review, I can vouch for it - used it on a complex equipment financing deal last month and it caught some subtle language issues that could have been problematic. Worth the small cost for peace of mind, especially on larger deals.

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