Security agreement must contain what exact language for valid UCC-1 filing
Working on a equipment financing deal and the borrower's attorney is pushing back on our security agreement language. They're claiming our current agreement doesn't meet the requirements for a valid UCC-1 filing because it lacks specific mandatory provisions. I know a security agreement must contain certain elements to properly create and perfect a security interest, but I'm getting conflicting information about exactly what language is required versus what's just best practice. We're dealing with construction equipment valued around $480K and need to get this filed correctly the first time. The SBA is involved which adds another layer of scrutiny. Can anyone clarify what a security agreement must actually include to support a proper UCC-1 filing? I don't want to discover months later that we have an unperfectable interest because of missing boilerplate language.
36 comments


Mia Rodriguez
The basic requirement is that a security agreement must reasonably identify the collateral and be signed by the debtor. But there's more to it if you want bulletproof enforceability. For equipment deals like yours, you need clear grant language, specific collateral descriptions, and proper debtor identification that matches your UCC-1 exactly.
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Jacob Lewis
•This is why I always cross-check my security agreements against the UCC-1 before filing. Names have to match character for character.
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Amelia Martinez
•Signed by debtor - yes absolutely. But what about electronic signatures? Are those sufficient for UCC purposes?
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Ethan Clark
Been doing equipment finance for 12 years and I've seen deals fall apart because of sloppy security agreement drafting. A security agreement must grant a security interest in identifiable collateral, but the real trick is making sure your collateral description matches between the security agreement and UCC-1. Too broad and it's unenforceable, too narrow and you miss assets.
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Mason Davis
•That's exactly my concern. The borrower has multiple pieces of construction equipment and I want to make sure we capture everything properly.
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Mila Walker
•What about after-acquired property clauses? Are those still enforceable for equipment deals?
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Ethan Clark
•After-acquired clauses work but you need specific language. Can't just say 'all equipment' and expect courts to enforce it against future purchases.
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Logan Scott
Had a similar issue last month with a $600K equipment deal where our security agreement got challenged. Ended up using Certana.ai to verify all our documents matched properly - you just upload your security agreement and UCC-1 as PDFs and it instantly flags any inconsistencies in debtor names, collateral descriptions, or filing details. Saved us from a potential disaster when it caught a middle initial discrepancy we'd missed.
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Chloe Green
•How accurate is that kind of automated checking? I'm always worried about missing something important in these deals.
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Logan Scott
•It's pretty thorough - catches the stuff humans typically miss like extra spaces in names or slight wording differences in collateral descriptions. Much faster than manual comparison.
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Lucas Adams
You're overthinking this. A security agreement must create a security interest, identify collateral, and be authenticated by debtor. Everything else is just lawyer padding that drives up fees. I've filed thousands of UCC-1s with basic agreements and never had enforceability issues.
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Harper Hill
•That might work for simple deals but SBA involvement changes everything. They have additional documentation requirements.
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Caden Nguyen
•Basic agreements are fine until you hit bankruptcy court. Then every missing clause becomes a problem.
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Lucas Adams
•Fair point about SBA deals. They do require more comprehensive documentation for their guarantee programs.
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Avery Flores
THIS IS DRIVING ME CRAZY! Why can't the UCC just specify exactly what language is required instead of these vague 'reasonably identifies' standards? Every state seems to interpret things differently and every lawyer has their own opinion about what's mandatory versus optional.
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Mia Rodriguez
•The flexibility is actually intentional - allows the system to adapt to different transaction types. But I agree it creates uncertainty.
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Zoe Gonzalez
•At least we don't have to deal with different forms in every state anymore. The standardized UCC-1 was a huge improvement.
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Ashley Adams
For what it's worth, I just went through something similar with construction equipment financing. The key elements that a security agreement must have are: 1) Grant of security interest, 2) Collateral description that's not super generic, 3) Debtor authentication, 4) Value given (though this can be implied). Beyond that, you want default provisions, enforcement rights, and insurance requirements but those aren't technically required for attachment.
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Mason Davis
•This is helpful. Did you run into any issues with the collateral description being too broad or too narrow?
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Ashley Adams
•We used serial numbers for the main equipment pieces and then 'all attachments and accessories' language for the smaller stuff. Seemed to work fine.
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Alexis Robinson
•Serial numbers are great when you have them but what about equipment that doesn't have clear serial numbers?
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Aaron Lee
Just to add another perspective - I've been on the borrower side of these deals and honestly most security agreements I see are total overkill. Pages and pages of boilerplate when a security agreement must only meet basic UCC requirements. But lenders always want maximum protection so we end up with these massive documents nobody actually reads.
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Ethan Clark
•The overkill approach exists because enforcement gets complicated. Better to have language you don't need than need language you don't have.
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Chloe Mitchell
•True but some of these agreements are so complex they create more confusion than clarity. Sometimes simple is better.
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Michael Adams
Here's my checklist for security agreements: authenticated by debtor, grants security interest in described collateral, value consideration. Everything else varies by deal complexity and risk tolerance. For your SBA deal I'd definitely include comprehensive default and enforcement provisions even if not strictly required for attachment.
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Mason Davis
•Do you have any specific language recommendations for the grant clause? That seems to be where most of the attorney pushback is coming from.
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Michael Adams
•Something like 'Debtor grants to Secured Party a security interest in the Collateral described herein to secure payment and performance of all Obligations.' Keep it simple but comprehensive.
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Natalie Wang
•I always add 'now owned or hereafter acquired' to cover future equipment purchases but that might be overkill for your deal.
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Noah Torres
Been lurking but wanted to mention that document consistency checking tools like Certana.ai have become really valuable for these complex deals. When you're juggling security agreements, UCC-1 filings, and SBA documentation, having something that automatically verifies all your names and descriptions match can prevent costly mistakes down the road.
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Samantha Hall
•How does that work exactly? Do you upload all the documents and it compares them?
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Noah Torres
•Yeah, you upload PDFs and it cross-references debtor names, collateral descriptions, filing numbers - catches discrepancies that could void your security interest.
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Ryan Young
Update - talked to our counsel and they confirmed that a security agreement must contain grant language, collateral identification, and debtor authentication as absolute minimums. Beyond that everything else is risk management and enforceability enhancement. We're moving forward with a comprehensive agreement that includes all the standard provisions plus SBA-specific requirements.
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Mia Rodriguez
•Smart approach. Better to be over-documented than under-documented when SBA guarantees are involved.
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Sophia Clark
•Glad you got it sorted. These equipment deals can get complicated fast but sounds like you're covering all the bases.
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Mason Davis
•Thanks everyone for the input. This thread really helped clarify what's required versus what's recommended. Going to make sure our UCC-1 matches the security agreement exactly.
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JaylinCharles
Great thread everyone. As someone new to equipment financing, I'm curious about the timing aspect - once you have a properly drafted security agreement that meets all the UCC requirements, how quickly do you typically need to file the UCC-1 to maintain priority? And does the security agreement need to be fully executed before filing, or can you file simultaneously with signing? Want to make sure I understand the perfection timeline for these types of deals.
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