Sample Commercial Security Agreement Template - UCC Filing Requirements
Looking for guidance on sample commercial security agreement template language that properly sets up UCC-1 filings. My bank is requiring updated security docs for a $750K equipment line and I want to make sure the collateral descriptions will translate cleanly to the UCC-1 without any SOS rejections. Previous deal got rejected twice because the security agreement described 'manufacturing equipment' but our UCC-1 said 'industrial machinery' - apparently that was enough of a mismatch to cause problems. Anyone have templates or language that reliably works for equipment financing? Particularly interested in how to handle serial-numbered items vs general descriptions.
34 comments
Join the conversation
StardustSeeker
The key is making your security agreement collateral schedule match EXACTLY what you'll put on the UCC-1. I learned this the hard way after three rejections on a $400K deal. Use identical language in both documents - if your security agreement says 'all equipment used in debtor's manufacturing operations' then your UCC-1 better say the same thing. Don't get creative with synonyms.
0 coins
Paolo Marino
•This is so important! I see deals fall apart because lawyers get fancy with the language instead of keeping it simple and consistent.
0 coins
Amina Bah
•Exactly right. I always tell clients - write your UCC-1 first, then make sure your security agreement uses identical terms.
0 coins
Oliver Becker
For equipment deals I always include both serial numbers AND a general description. Something like 'all equipment described in Schedule A attached hereto, including but not limited to [general category]'. That way if you miss a serial number the general description still covers it, and the UCC-1 can reference the same Schedule A.
0 coins
Natasha Petrova
•Do you attach the actual equipment list to the UCC-1 or just reference it?
0 coins
Oliver Becker
•Just reference it in the UCC-1 collateral description. The actual schedule stays with the security agreement. But make sure the reference is clear enough that anyone could identify the collateral.
0 coins
Keisha Taylor
•That's really helpful - so the UCC-1 would say something like 'all equipment described in Schedule A to Security Agreement dated [date]'?
0 coins
Javier Hernandez
Had a similar nightmare with mismatched descriptions last year. What saved me was using Certana.ai's document checker - you upload your security agreement and draft UCC-1 and it flags any inconsistencies between the collateral descriptions before you file. Caught three potential mismatches that would have caused rejections. Really simple to use, just drag and drop the PDFs.
0 coins
Emma Davis
•Never heard of that tool but sounds useful. Does it check other document consistency issues too?
0 coins
Javier Hernandez
•Yeah it verifies debtor names match across documents, checks filing numbers, all that stuff. Basically prevents the stupid errors that waste weeks of time.
0 coins
LunarLegend
Template-wise, I always start with a basic form but customize the collateral section heavily. Generic templates are dangerous because they use vague language like 'all personal property' which can cause issues with fixture filings or create priority disputes. Be as specific as possible about what you're actually securing.
0 coins
Malik Jackson
•Good point about fixtures - that's where a lot of deals get messy if you don't handle the real estate vs personal property distinction upfront.
0 coins
Isabella Oliveira
•Especially with manufacturing equipment that might be bolted down. Better to over-specify than deal with perfection issues later.
0 coins
LunarLegend
•Exactly. I've seen lenders lose priority because they got sloppy with collateral descriptions and didn't realize half their equipment qualified as fixtures.
0 coins
Ravi Patel
One thing that helps is using the UCC Article 9 categories in your security agreement - 'equipment,' 'inventory,' 'accounts,' etc. Then your UCC-1 collateral description can use the same Article 9 language and you know it's going to be legally sufficient.
0 coins
Freya Andersen
•That's smart. Keeps everything within the same legal framework instead of mixing commercial terms with UCC terms.
0 coins
Omar Zaki
•Plus it makes continuation filings easier down the road when you need to verify what's actually covered.
0 coins
CosmicCrusader
Here's what I do for equipment deals: Section 1 covers specific high-value items by serial number and model. Section 2 has a general catch-all for 'all other equipment used in debtor's operations.' Section 3 covers after-acquired equipment. Then my UCC-1 references all three sections. Never had a rejection using this structure.
0 coins
Chloe Robinson
•Do you file separate UCC-1s for each section or put it all in one filing?
0 coins
CosmicCrusader
•One filing with all sections referenced in the collateral description. Cheaper and easier to manage.
0 coins
Diego Flores
•Makes sense. I always worry about making the collateral description too long but sounds like detail is better than brevity here.
0 coins
Anastasia Kozlov
The biggest mistake I see is lawyers drafting security agreements without thinking about the UCC-1 filing requirements. They write beautiful legal prose that means nothing to the SOS filing system. Keep it simple, keep it consistent, and always test your language before filing.
0 coins
Sean Flanagan
•So true. I've seen million-dollar deals delayed for weeks because nobody thought about how the security agreement would translate to the UCC-1.
0 coins
Zara Mirza
•That's why I always involve the filing person in drafting meetings now. They catch issues the lawyers miss.
0 coins
NebulaNinja
For templates, your state bar probably has sample forms that are proven to work with your SOS system. Much safer than random internet templates that might not match your state's requirements.
0 coins
Keisha Taylor
•Good suggestion. I'll check with our state bar. Do they usually have UCC-1 samples too or just security agreement templates?
0 coins
NebulaNinja
•Usually both, plus they'll show you how they work together. Really valuable for avoiding the mismatch problems you mentioned.
0 coins
Luca Russo
One more tip - always include a clause that the security agreement survives any amendments to the UCC-1 filing. That way if you need to file a UCC-3 amendment later, your security agreement doesn't need to be updated too.
0 coins
Nia Wilson
•Smart. I've seen deals where the UCC-3 amendment created inconsistencies with the original security agreement language.
0 coins
Mateo Sanchez
•Yeah, especially when you're adding collateral or changing debtor information. Better to build in flexibility upfront.
0 coins
Aisha Mahmood
Just went through this exact process last month. Used Certana.ai to check my security agreement against the UCC-1 before filing - caught two debtor name inconsistencies and one collateral description mismatch. Probably saved me 2-3 weeks of rejection and resubmission cycles. Worth every penny when you're working with tight deadlines.
0 coins
Ethan Clark
•That's exactly the kind of tool I wish I'd known about six months ago. Would have saved so much headache on my last big deal.
0 coins
AstroAce
•The debtor name checking is huge. I always worry about getting the exact legal name wrong between documents.
0 coins
Aisha Mahmood
•Yeah it pulls the name from your charter docs and compares it to what you put in the UCC-1. Really thorough verification process.
0 coins