General intangibles UCC filing - what counts as adequate collateral description?

This is exactly right. We learned the hard way on a software company deal where we just said 'general intangibles' and later found out we missed some key IP assets because the description was challenged in court.

Wait, I thought general intangibles was supposed to be a catch-all category? Why would they reject something that broad if it's a legitimate UCC term?

This is in Ohio. Haven't run into this problem before with other general intangibles filings there but this one has more IP components than usual.

Ohio can be tricky with IP descriptions. You might want to separate out the federal IP from the state-level stuff in your collateral schedule.

Had a similar issue in Ohio last year. Ended up having to list specific patent numbers and trademark registrations separately from the general intangibles description.

Interesting, never heard of that service. Does it actually understand the nuances of general intangibles descriptions or is it just doing basic text matching?

It's pretty sophisticated - picks up on things like when your SA mentions specific patents but your UCC just says 'intellectual property.' Really helpful for general intangibles since they're so complex.

This sounds like exactly what I need. I'm always second-guessing whether my collateral descriptions are comprehensive enough for general intangibles.

Social media accounts are definitely general intangibles but you'd want to specify 'social media accounts and digital assets' rather than hope it's covered under a broad statement.

See this is what I mean - there's no clear guidance on what needs to be spelled out vs what's automatically included.

Good point. Our SA does break down the IP into specific categories - patents, trademarks, trade secrets, customer data. Maybe I need to mirror that in the UCC filing.

Exactly. Keep the SA and UCC aligned. General intangibles is valid but if you've got specific valuable IP, spell it out.

This is why I always do a document review before filing. Too easy to have mismatches between the loan docs and the UCC.

Did that solve the problem or did you still need to be more specific about the types of intangibles?

That plus breaking out the major categories. So 'general intangibles as defined in UCC Article 9 including intellectual property rights, customer information, and contractual rights.

I feel you but general intangibles are often the most valuable assets, especially for tech companies. Can't just ignore them because they're complicated.

Oh I know they're valuable, just wish the filing requirements were clearer. Every deal is a guessing game.

That's why good collateral descriptions are so important. Take the time to get them right upfront.

We did include that phrase. I think the issue is more about the level of detail than the scope.

Fair enough. Then definitely go with the categorical breakdown approach others mentioned.

Yeah definitely planning to revise. Sounds like I need to be more specific about the IP categories while keeping general intangibles as the umbrella term.

Smart move. Always better to over-describe than under-describe with general intangibles.

Exactly. Rejection letters don't get friendlier with repeat filings.

This is really helpful - mind if I adapt this language for our filing? Covers all the bases without being too generic.

Go for it. Just make sure it matches what's actually in your security agreement. That's the key part.

This is exactly the kind of detailed description that works. Generic 'general intangibles' just doesn't cut it anymore.