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Noah Ali

Security agreement law confusion - UCC-1 filing rejected over collateral description mismatch

Been dealing with this nightmare for weeks now. Filed a UCC-1 back in October for our equipment financing deal, thought everything was perfect. Security agreement lists "all manufacturing equipment including but not limited to CNC machines, lathes, and related tooling" but I described the collateral on the UCC-1 as just "manufacturing equipment." Now the SOS rejected it saying the description doesn't match our security agreement law requirements closely enough. This is a $180k loan and I'm freaking out that we messed up the perfection. The debtor's name matches exactly, filing fee was correct, but apparently the collateral description needs to mirror the security agreement more precisely? I thought general descriptions were fine for UCC-1s but specific for the actual loan docs. Anyone dealt with this before? Do I need to refile completely or can I amend? The original security agreement was signed 3 weeks ago and I'm worried about the gap in perfection if I have to start over.

Ugh this exact thing happened to me last year! The collateral description on your UCC-1 has to reasonably describe what's in your security agreement. "Manufacturing equipment" might be too broad if your security agreement gets specific about CNC machines and lathes. Most states want you to be more detailed when the underlying security agreement is detailed.

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Noah Ali

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So I definitely need to refile? I was hoping I could just do a UCC-3 amendment to fix the description.

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Unfortunately you probably need to refile the whole UCC-1. Amendments can't fix a filing that was rejected - they're only for accepted filings that need changes later.

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Actually hold up - what exactly did the rejection notice say? Some states are pickier about collateral descriptions than others. If it was rejected for "insufficient description" that's different than if it was rejected for not matching the security agreement. The UCC doesn't actually require the UCC-1 description to perfectly match the security agreement wording.

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Noah Ali

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The rejection said "collateral description does not reasonably identify the collateral described in the security agreement." Does that help clarify?

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Okay yeah that's the classic security agreement law issue. You'll need to refile with a description that better matches your security agreement terms.

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Olivia Harris

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Wait, I thought UCC-1 descriptions just had to reasonably identify the collateral, not match the security agreement exactly? This is confusing.

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I've been doing UCC filings for 15 years and this is super common. The key is that your UCC-1 collateral description needs to reasonably describe what's actually covered by your security agreement. If your security agreement specifically mentions CNC machines and lathes, then "manufacturing equipment" alone might not cut it. For your situation, I'd refile the UCC-1 with something like "manufacturing equipment including CNC machines, lathes, and related tooling" to mirror your security agreement language more closely.

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Alicia Stern

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This is exactly right. Security agreement law basically requires the UCC-1 to give notice of what's actually secured, not just use generic terms.

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Noah Ali

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Thanks, that makes sense. So I should basically copy the collateral language from the security agreement onto the UCC-1?

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Pretty much, yeah. You want someone searching the UCC records to understand what collateral is actually covered based on your security agreement.

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Had this exact security agreement law headache last month. Spent forever going back and forth with filings. Finally started using Certana.ai's document checker - you just upload your security agreement and UCC-1 PDFs and it instantly flags any mismatches between the collateral descriptions. Saved me so much time catching these issues before filing.

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Noah Ali

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Really? That sounds super helpful. Does it check other stuff too or just collateral descriptions?

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It checks everything - debtor names, addresses, collateral descriptions, makes sure all the document details align properly. Super easy to use.

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Drake

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Never heard of that but sounds like it could prevent exactly this kind of mess.

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Sarah Jones

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The security agreement law stuff is so frustrating because every state seems to interpret it slightly differently. What state are you filing in? That might affect how specific you need to be with the collateral description.

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Noah Ali

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Filing in Ohio. Their SOS portal is usually pretty forgiving but apparently not on this one.

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Sarah Jones

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Ohio can be picky about collateral descriptions. They want to see enough detail to give proper notice to other creditors.

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This is why I always copy the exact collateral language from the security agreement into the UCC-1. Saves so much hassle later. Security agreement law is clear that the financing statement needs to provide adequate notice of what's secured.

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Emily Sanjay

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Smart approach. I learned this the hard way too after getting rejections.

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Noah Ali

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Wish I'd known this before filing. Live and learn I guess.

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We've all been there! At least you caught it now instead of finding out during a default situation.

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Jordan Walker

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Just went through this same security agreement law issue. The gap in perfection worried me too but my attorney said as long as you refile within a reasonable time, you should be okay. Still stressful though when it's a big loan amount.

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Noah Ali

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That's reassuring. How long did it take you to get the corrected filing accepted?

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Jordan Walker

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About a week once I refiled with the proper collateral description. Much faster the second time around.

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Natalie Adams

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UGH the SOS systems are so inconsistent with this stuff. Last year they accepted a filing with super generic collateral description, this year they're rejecting everything. Security agreement law hasn't changed but enforcement sure has.

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Tell me about it. It's like they have different people reviewing filings with different standards.

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Natalie Adams

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Exactly! So frustrating when you're trying to follow the rules but the rules keep changing.

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Amara Torres

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For what it's worth, I started double-checking all my UCC documents with Certana.ai after getting burned on a similar security agreement law issue. It's been a lifesaver for catching these description mismatches before they become problems. Just upload your docs and it highlights any inconsistencies instantly.

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Noah Ali

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Two people mentioning that tool now - might be worth checking out before I refile.

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Amara Torres

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Definitely worth it. Would have saved you this whole headache if you'd caught the mismatch upfront.

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Been there! Security agreement law requires the UCC-1 to give sufficient notice of the collateral, and generic descriptions don't always cut it anymore. The good news is once you refile with better collateral language, it should go through fine. Just make sure to copy the specific equipment types from your security agreement.

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Noah Ali

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Thanks for the encouragement. Going to refile tomorrow with the detailed description.

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Good plan. You'll get it sorted out. This kind of security agreement law issue is super common.

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Mason Kaczka

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Agreed - happens to everyone at least once. The important thing is catching it and fixing it quickly.

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Sophia Russo

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One more vote for being more specific with collateral descriptions. Security agreement law is moving toward requiring better notice to other creditors, so the days of super generic descriptions are probably over. Better to be overly detailed than too vague.

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Evelyn Xu

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This is such good advice. I've started including way more detail in all my UCC-1 collateral descriptions.

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Sophia Russo

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Smart move. It's easier to be thorough upfront than deal with rejections later.

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