General intangible UCC collateral description rejected - need help with specificity

This is exactly right. We had three UCC-1s rejected last month for the same reason. The magic words seem to be 'including but not limited to' followed by specific examples.

Question though - if you list specific types doesn't that potentially limit your security interest to only those items? I always worry about being too specific and accidentally excluding something.

That's why you use 'including but not limited to' - it gives you the specificity they want while keeping the description broad enough to cover other general intangibles that might come up later.

Filing in the state where the debtor is incorporated. Didn't realize states had different standards for this - thought UCC was pretty uniform.

UCC Article 9 is mostly uniform but each state's SOS office has its own interpretation of what constitutes sufficient collateral description. Some are really strict about general intangibles.

Never heard of that but sounds useful. Is it accurate for general intangible descriptions specifically?

Yeah, it caught my 'general intangibles' description and suggested more specific language. Pretty comprehensive database of what different states accept.

How does it know about specific SOS office quirks though? Some of these rejection patterns seem pretty arbitrary.

Not sure of the technical details but it seems to learn from rejection patterns. Definitely caught stuff my legal team missed.

I feel you on this. The inconsistency between filing offices is maddening. What works in one state gets rejected in another.

At least you only wasted $200. I had a $500 fixture filing rejected for similar description issues.

That's really helpful - exactly the kind of specific language I was looking for. Did you have to learn this through trial and error or is there a resource somewhere?

Mostly trial and error unfortunately. Each industry seems to have its own preferred terminology that filing offices accept.

There should be a database of accepted collateral descriptions by industry. Would save everyone so much time and rejection fees.

This is about UCC-1 initial filings. Continuations just reference the original filing so the description doesn't usually get re-reviewed.

Oh right, that makes sense. I was confusing it with our continuation filing last month.

Customer databases - that's a good addition I hadn't thought of. Those definitely have value in software licensing businesses.

Exactly. Customer lists and databases often represent significant value in licensing deals. Worth including in the security interest.

Be careful with customer data though - some states have specific privacy requirements that might affect how you can secure that type of collateral.

That's actually a really good point. The notice function works better with broader descriptions, but SOS offices seem to want specificity for their own administrative reasons.

Right? Seems like we're optimizing for filing office preferences rather than the actual purpose of the UCC system.

The theory is that specific descriptions help other creditors understand what's already secured so they can make better lending decisions. But in practice it just creates more rejection headaches.

Good point about proceeds - I want to make sure future licensing revenue is covered too. That language should work well.

Yeah, proceeds coverage is crucial for ongoing licensing businesses. You want to catch the revenue as it comes in, not just the existing agreements.

YES! The portal is awful for this. No guidance whatsoever and then they reject your filing without explaining exactly what was wrong.

Some states are better than others. Delaware's portal has some examples but most are pretty bare bones.

This is where tools like Certana.ai actually help - gives you the guidance the portals should provide. Upload your draft and it checks for common issues before you submit.

Great to hear! That's good language that should work for similar software licensing deals.

Glad it worked out. Definitely save that language for future filings - specific enough to satisfy the SOS but broad enough for good coverage.

Perfect example of how the community here helps solve these practical filing issues. SOS offices should really provide this kind of guidance themselves.