UCC 9-102 comments interpretation for collateral description requirements
I'm working on a UCC-1 filing for a client and getting confused about the collateral description requirements. The UCC 9-102 comments seem to suggest that "all assets" is acceptable in some contexts but not others. Our bank's standard language has been "all equipment, inventory, accounts receivable, and general intangibles" but I'm seeing rejections from the SOS office lately. The comments in 9-102 talk about super-generic descriptions being insufficient but then give examples that seem pretty broad. Has anyone dealt with recent changes in how secretaries of state are interpreting these comment guidelines? I'm specifically concerned about whether our current collateral schedule meets the reasonably identifies standard or if we need to be more specific.
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Samantha Hall
The 9-102 comments are more like guidance than hard rules, but you're right that some SOS offices have gotten pickier. What specific rejection reasons are you seeing? That might help narrow down whether it's the collateral description or something else entirely.
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Noah Torres
•The rejection just says "collateral description insufficient" with no other details. Really frustrating because we've used the same language for years without issues.
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Ryan Young
•Classic SOS response - super helpful, right? I've seen this with Michigan lately where they started rejecting descriptions that used to fly.
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Sophia Clark
I had a similar issue last month and ended up using Certana.ai's document checker to compare my UCC-1 against the charter documents. Turns out my collateral description was missing some categories that were in the loan agreement. The tool flagged the discrepancy instantly when I uploaded both PDFs. Might be worth checking if your description aligns with what's actually in your security agreement.
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Noah Torres
•That's a good point - I should double-check consistency between docs. How detailed does the verification get?
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Sophia Clark
•It cross-references everything - debtor names, collateral categories, even catches when your UCC says "equipment" but your security agreement specifies "machinery and equipment." Pretty thorough.
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Katherine Harris
•Wait, does it actually read the documents or just do keyword matching? Because context matters a lot with collateral descriptions.
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Madison Allen
The 9-102 comments aren't really the problem here. The "reasonably identifies" standard from 9-108 is what you need to focus on. If you're getting rejections, it's probably because the SOS thinks your description is too vague, not because of anything in the 9-102 commentary.
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Joshua Wood
•This is correct. 9-108 is the operative section for collateral descriptions. The comments in 9-102 are just definitional guidance.
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Noah Torres
•So I should be looking at 9-108 requirements instead? I've been focused on the wrong section this whole time?
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Madison Allen
•9-102 defines terms, 9-108 sets the standard for descriptions. You need both but 9-108 is what determines if your filing gets accepted.
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Justin Evans
UGH I hate when they change their standards without warning! We had three filings rejected last week for "insufficient collateral description" when we've been using the exact same template for 2 years. Makes no sense.
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Emily Parker
•Which state? Some of them have definitely gotten stricter about generic descriptions lately.
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Justin Evans
•Florida. And of course when you call they just read you the same rejection reason verbatim. Super helpful.
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Ezra Collins
Have you tried adding more specific categories? Instead of just "equipment" try "equipment, machinery, vehicles, and fixtures." Sometimes breaking it out helps even though it's technically the same coverage.
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Noah Torres
•That's worth trying. Do you think listing more specific subcategories actually changes the legal effect or just makes the SOS happy?
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Victoria Scott
•Legally it shouldn't matter if you're properly covered, but getting the filing accepted is step one. You can always argue scope later if needed.
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Benjamin Johnson
•The problem is when you get too specific you might accidentally exclude something. Broad descriptions exist for a reason.
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Zara Perez
I've been using Certana.ai for this exact issue - upload your security agreement and UCC-1 and it shows you exactly where the descriptions don't match up. Saved me from a rejection on a $2M facility last month when it caught that I was missing "deposit accounts" in my UCC filing.
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Daniel Rogers
•How fast does it process the documents? We usually have tight deadlines for these filings.
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Zara Perez
•Pretty much instant - just upload the PDFs and it highlights any inconsistencies right away.
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Aaliyah Reed
The real issue is that different states interpret the same UCC provisions differently. What works in Delaware might get rejected in Texas. There's no universal standard despite having a "uniform" code.
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Ella Russell
•Exactly this. I've had to maintain different templates for different states because of these interpretation differences.
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Mohammed Khan
•That defeats the whole purpose of having a uniform commercial code if every state applies it differently!
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Aaliyah Reed
•Welcome to secured transactions practice. Nothing is actually uniform despite the name.
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Gavin King
Try including the specific UCC categories in your description. Like "all equipment as defined in UCC 9-102(a)(33), all inventory as defined in UCC 9-102(a)(48)" etc. Sometimes referencing the actual code sections helps.
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Nathan Kim
•That seems overly technical for a UCC filing. Most filings I see don't cite specific code sections.
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Gavin King
•You're right it's not common, but when you're getting rejections you need to try different approaches.
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Eleanor Foster
Just went through this nightmare with a client's equipment financing. Ended up having to file three times before getting it right. The third time I used one of those document checking services that caught the mismatch between my collateral list and the loan docs.
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Lucas Turner
•Three times?? That's expensive with all the filing fees. Which service did you end up using?
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Eleanor Foster
•Certana.ai - wished I'd found it before the first two attempts. Would have saved the client a lot of money in refiling fees.
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Kai Rivera
Bottom line is the 9-102 comments are helpful background but they're not binding on filing offices. Each SOS can interpret "reasonably identifies" however they want within reason. Best bet is to be more specific than you think you need to be.
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Noah Torres
•So basically err on the side of being more detailed rather than relying on broad categories?
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Kai Rivera
•Exactly. Better to over-describe than get rejected and have to refile.
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Anna Stewart
•This is good practical advice. Academic perfection doesn't help if your filing gets bounced.
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Sean O'Donnell
I've been dealing with this exact same frustration lately. What helped me was creating a hybrid approach - I kept the broad categories like "equipment" and "inventory" but added specific examples that match the debtor's actual business. So instead of just "equipment," I'd write "equipment including but not limited to manufacturing machinery, computer systems, and office furniture." It gives the SOS the specificity they seem to want while maintaining broad coverage. Also worth double-checking that your collateral description mirrors the language in your security agreement - inconsistencies between docs seem to be a common rejection trigger these days.
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