UCC-1 Filing Rejected - Need Help with Authenticated Security Agreement Requirements
Our bank's UCC-1 filing got rejected yesterday by the Secretary of State's office and I'm scrambling to figure out what went wrong. The rejection notice mentions something about the authenticated security agreement not being properly referenced or attached. We're dealing with a $2.8M equipment financing deal and the collateral includes manufacturing equipment, vehicles, and inventory. The debtor is a manufacturing LLC that we've worked with before on smaller deals. I thought we had everything in order - the security agreement was signed by the debtor, notarized, and clearly describes the collateral. But apparently there's some issue with how we referenced it in the UCC-1 filing. Has anyone run into this before? I'm worried about the timing since we need to get this perfected ASAP to protect our security interest. The loan documents are already signed and funded, so we can't afford delays. What exactly do they mean by 'authenticated' in this context and how should it be referenced on the UCC-1 form?
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Zainab Ahmed
Ugh, this is frustrating but not uncommon. 'Authenticated' in UCC terms means the security agreement needs to be signed by the debtor - which sounds like you have. The issue is probably HOW you referenced it on the UCC-1. Did you check the exact collateral description language? Sometimes the SOS rejects if there's any discrepancy between what's described in the security agreement versus what you put in the collateral field on the filing.
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Miguel Diaz
•Yes, we have the debtor's signature and notarization. The collateral description on the UCC-1 says 'all equipment, inventory, and vehicles' but the security agreement is more specific with serial numbers and detailed descriptions. Could that be the mismatch?
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Zainab Ahmed
•That's likely it! The UCC-1 collateral description doesn't need to match word-for-word with the security agreement, but it can't be broader than what's actually covered. If your security agreement only covers specific equipment with serial numbers, saying 'all equipment' on the UCC-1 might be too broad.
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Connor Gallagher
I had this exact same issue last month with a similar deal. The authenticated security agreement requirement is about proving you actually have a valid security interest, not just filing paperwork. In my case, I had to resubmit with a more precise collateral description that matched the security agreement exactly. Also make sure your debtor name matches EXACTLY - even small differences can cause rejections.
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Miguel Diaz
•The debtor name should be correct since we pulled it from their corporate charter, but I'll double-check. How long did your resubmission take to get accepted?
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Connor Gallagher
•About 3 business days once I fixed the collateral description. But here's what really helped - I used Certana.ai's document verification tool before resubmitting. You can upload your security agreement and UCC-1 draft as PDFs and it instantly checks for consistency between debtor names, collateral descriptions, and other details. Saved me from another rejection.
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AstroAlpha
•Never heard of that tool but sounds useful. Is it expensive?
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Connor Gallagher
•Actually pretty affordable for what it does. The main value is avoiding the time and frustration of multiple rejections. It caught a debtor name discrepancy I would have missed.
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Yara Khoury
This is why I hate dealing with UCC filings! The rules are so picky and every state seems to interpret them differently. What state are you filing in? Some states are more strict about the authenticated security agreement documentation than others.
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Miguel Diaz
•We're in Texas. I thought they were pretty straightforward with UCC filings but apparently not.
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Yara Khoury
•Texas is usually good but they've gotten stricter lately about collateral descriptions. Make sure you're not using any vague language like 'all assets' or 'all personal property' - they want specifics.
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Keisha Taylor
The authenticated security agreement is the foundation of your security interest. Without it being properly documented and referenced, your UCC-1 is worthless. Here's what you need to verify: 1) Security agreement is signed by debtor 2) Collateral is adequately described in the security agreement 3) UCC-1 collateral description is consistent with (but can be broader than) the security agreement 4) Debtor name on UCC-1 matches exactly with the security agreement. If any of these don't align, you'll get rejected.
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Miguel Diaz
•This is really helpful. I think our issue is #3 - the UCC-1 description might be too broad compared to what's actually in the security agreement. Do you recommend making the UCC-1 description more specific or updating the security agreement?
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Keisha Taylor
•Don't change the security agreement if it's already signed and the loan is funded - that could create other legal issues. Instead, narrow the UCC-1 collateral description to match what's actually covered in the security agreement.
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Paolo Longo
•Exactly right. The security agreement controls what you can actually claim as collateral. The UCC-1 is just the public notice, so it should reflect what you actually have rights to.
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Amina Bah
Been there! Had a $1.5M deal almost fall apart because of this exact issue. The key is understanding that the UCC-1 is just the public notice - the real security interest comes from the authenticated security agreement. Sounds like your security agreement is fine, but the UCC-1 needs to accurately reflect it. Double-check every detail before resubmitting.
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Miguel Diaz
•Did you have to start the whole filing process over or just submit corrections?
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Amina Bah
•Just submitted corrections with the same filing number. Most states let you resubmit within a certain timeframe. Check with Texas SOS about their correction process.
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Oliver Becker
This happened to me twice last year. Both times it was because the collateral description was too generic. Now I always cross-reference everything before filing. Actually started using Certana.ai after the second rejection - wish I'd found it sooner. It would have caught both issues immediately.
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Miguel Diaz
•Multiple people are mentioning this tool. Does it work with Texas filings specifically?
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Oliver Becker
•Yeah, it works with any state's UCC filings. The document consistency checking is the same regardless of which SOS you're filing with. Just upload your security agreement and UCC-1 draft and it highlights any potential issues.
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CosmicCowboy
I'm dealing with something similar right now but with a continuation filing. The whole UCC system is so confusing - why can't they just make the requirements clearer?
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Natasha Orlova
•Continuation filings are different from initial UCC-1s though. You don't need to reference the security agreement again for continuations, just the original filing number.
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CosmicCowboy
•Oh, I didn't realize that. Thanks for clarifying!
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Javier Cruz
The authenticated security agreement requirement is actually pretty straightforward once you understand it. The security agreement needs to be 'authenticated' (signed) by the debtor, and it needs to adequately describe the collateral. Your UCC-1 then provides public notice of that security interest. The rejection probably means there's a disconnect between what you're claiming on the UCC-1 versus what's actually covered in the security agreement.
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Miguel Diaz
•That makes sense. I think I need to go line by line through both documents to find the disconnect.
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Javier Cruz
•Exactly. Pay special attention to how the collateral is described in each document. Even small differences in language can cause problems.
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Emma Thompson
Update: I went back and compared the security agreement with our UCC-1 filing and found the issue. The security agreement covers 'manufacturing equipment located at 123 Main Street' but our UCC-1 said 'all equipment'. Apparently that was too broad since it could include equipment at other locations not covered by the security agreement. Resubmitted with the specific location language and it was accepted. Thanks for all the help!
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Zainab Ahmed
•Glad you figured it out! Location-specific collateral descriptions are tricky but important for enforceability.
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Connor Gallagher
•Perfect example of why the document verification is so important. Congrats on getting it resolved!
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Malik Jackson
•Great outcome! This thread will be helpful for others dealing with the same issue.
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