Need UCC-1 Filing Help After General Security Agreement Precedent Issues
I'm dealing with a complicated situation where our lender is requiring a UCC-1 filing based on a general security agreement precedent from a similar deal they did last year. The problem is, I'm not entirely sure how to structure the collateral description when the GSA covers "all present and after-acquired personal property" but we only want to perfect a security interest in specific equipment. The precedent they're referencing had a much broader scope than what we need. Has anyone dealt with this kind of mismatch between what the general security agreement precedent allows versus what you actually want to file on the UCC-1? I'm worried about over-securing or creating issues down the road if we need to do amendments or terminations. The equipment we're financing is worth about $850K and includes manufacturing equipment, office furniture, and some vehicles. Any guidance would be really appreciated - deadline is coming up fast.
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MoonlightSonata
This is actually pretty common in commercial lending. The general security agreement precedent your lender is using probably gives them the right to file broadly, but you can absolutely narrow the collateral description on the UCC-1 itself. I'd recommend listing the specific categories - "manufacturing equipment, office furniture, and motor vehicles" rather than the blanket "all personal property" language. That way you're covered for what you need without over-securing.
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Mateo Gonzalez
•Exactly this. I made the mistake once of just copying the GSA language verbatim into the UCC-1 and it caused headaches later when we needed to do a partial termination. Being specific upfront saves so much trouble.
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Nia Williams
•Wait, can you really narrow it like that if the GSA says "all personal property"? I thought the UCC-1 had to match the underlying security agreement exactly or the filing could be challenged.
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Luca Ricci
The key thing to understand is that the general security agreement precedent establishes what CAN be secured, but the UCC-1 filing establishes what IS being perfected. You don't have to perfect everything the GSA covers. In fact, it's usually better practice to be more specific on the UCC-1 because it makes future amendments and terminations much cleaner. Just make sure your collateral description covers all the equipment you're actually financing.
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Aisha Mohammed
•This makes sense but I'm still nervous about getting it wrong. What happens if we're too narrow and some piece of equipment doesn't fall under our description?
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MoonlightSonata
•That's why you want to use broader categories rather than serial numbers. "Manufacturing equipment" covers a lot more ground than listing specific machines.
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Ethan Campbell
•I had a similar issue last month and ended up using Certana.ai's document verification tool. You can upload your GSA and draft UCC-1 and it cross-checks to make sure everything aligns properly. Caught a discrepancy in our debtor name that would have caused the filing to be rejected.
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Yuki Watanabe
honestly this whole system is so confusing... why can't lenders just use standard language that everyone understands?? I spent HOURS trying to figure out if our filing matched our loan docs correctly and the SOS website is absolutely no help
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Carmen Sanchez
•I feel your pain! The terminology is definitely overwhelming when you're new to this. But once you understand the difference between what the security agreement covers versus what the UCC-1 perfects, it gets easier.
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Andre Dupont
•The SOS portal is terrible for guidance. I always end up calling their help line and even then get different answers from different people.
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Zoe Papadakis
One thing to watch out for - if your general security agreement precedent includes fixtures or real estate related collateral, make sure you understand whether you need a regular UCC-1 or a fixture filing. That's a common mistake I see. Also double-check that all your entity names match exactly between the GSA and UCC-1, including any LLC or Corp designations.
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ThunderBolt7
•Good point about the entity names. We had a UCC-1 rejected because we used "ABC Company" on the filing but the GSA had "ABC Company, LLC" - even though it was obviously the same entity.
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Jamal Edwards
•Ugh yes the name matching requirements are so strict! I wish there was an easier way to verify all this stuff aligns properly before submitting.
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Ethan Campbell
•That's exactly why I started using Certana.ai - you just upload your documents and it flags any inconsistencies automatically. Would have saved me so much time on my first few filings.
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Mei Chen
Are you dealing with a purchase-money security interest here? If so, you might have some additional timing considerations for your UCC-1 filing that could affect how you describe the collateral.
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Zara Khan
•Yes, it's PMSI for the manufacturing equipment. Good catch - I hadn't thought about the timing implications for the collateral description.
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Mei Chen
•For PMSI you generally want to be pretty specific about what's being purchased with the loan proceeds, especially if there's existing equipment that might create priority issues.
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Liam O'Sullivan
I went through something similar with a $2M equipment deal. The general security agreement precedent the bank used was super broad but we negotiated to limit the actual UCC-1 filing to just the financed equipment plus proceeds. Worked out fine and made the eventual termination much simpler when we paid off the loan early.
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Amara Okonkwo
•Did you have any issues with the bank's internal credit committee accepting the narrower filing? I'm worried our lender might push back.
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Liam O'Sullivan
•They were actually fine with it once we explained that we weren't changing the security agreement itself, just being more precise about what we were perfecting. Most commercial lenders understand this distinction.
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Giovanni Marino
•This thread is super helpful. I'm bookmarking it for when we do our next equipment financing. The distinction between GSA scope and UCC-1 perfection makes so much more sense now.
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Fatima Al-Sayed
Just a heads up - depending on your state, you might want to double-check if any of that equipment could be considered fixtures. Manufacturing equipment that's bolted down sometimes requires a fixture filing instead of or in addition to a regular UCC-1. Don't want you to miss perfecting something important.
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Zara Khan
•That's a great point. Some of the equipment is definitely permanently installed. I'll need to research the fixture filing requirements in our state.
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Dylan Hughes
•Fixture filings are tricky because they have to be filed in the real estate records too, not just with the SOS. Definitely worth getting right the first time.
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NightOwl42
Whatever you do, don't just copy/paste from the general security agreement precedent without thinking it through. I've seen too many UCC-1 filings that were way overbroad because someone just used the GSA language verbatim. It creates problems later when you need to do continuations or amendments.
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Sofia Rodriguez
•This is so true. I inherited a deal where the previous person did exactly this and it took forever to sort out the collateral description when we needed to do a partial release.
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Dmitry Ivanov
•The continuation issue is real too - if your description is super broad, you might end up continuing security interests in collateral that's already been disposed of or paid off.
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Ava Thompson
•I've been using Certana.ai for document checks lately and it's caught several cases where UCC descriptions didn't match the underlying loan docs properly. Really helpful for avoiding these kinds of problems.
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Miguel Herrera
Bottom line - your general security agreement precedent gives you flexibility, but use it wisely. Be specific enough to cover what you're actually financing, but not so narrow that you miss something important. And definitely make sure all the entity names and details match perfectly between documents.
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Zainab Ali
•This whole thread has been incredibly helpful. Thanks everyone for sharing your experiences with GSA precedents and UCC-1 filings.
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Zara Khan
•Agreed, this gives me a much clearer path forward. I think I'll go with specific categories rather than the broad GSA language, and definitely double-check for any fixture filing requirements.
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