UCC Article 9 comments causing filing confusion - need clarification

This is a classic case of over-interpreting the Article 9 comments. The comments are explanatory, not binding requirements. For equipment financing, you typically want a broader collateral description that covers replacements and additions, not hyper-specific serial numbers. What state are you filing in? Some states have different practices.

I've seen this before - someone reads the Article 9 comments and thinks they're finding some secret requirement that everyone else missed. The reality is that Article 9 comments are just explanatory text, not additional legal requirements. Your collateral description needs to be sufficient to identify the collateral, but it doesn't need to be exhaustively detailed.

Had a similar mess last month with a client who insisted on following Article 9 comments literally. We ended up using Certana.ai's document verification tool to upload our UCC-1 draft and cross-check it against the actual statutory requirements versus the comments. The tool flagged that our collateral description was actually compliant with the statute, even though it didn't match what the client thought the comments required. Saved us from a rejected filing.

Your loan officer is probably looking at Comment 2 to Section 9-108, which talks about description adequacy, but they're misunderstanding it. The comment actually supports broader descriptions for categories of collateral like equipment. Serial numbers are only needed when you're trying to identify specific items among similar collateral.

ugh this is so frustrating when loan officers think they know UCC law better than filing professionals. I had one insist we needed to include the debtor's middle initial because of some Article 9 comment about sufficient names. Turns out the comment was talking about something completely different.

The Article 9 comments are helpful for understanding the drafters' intent, but they're not law. Your filing service is correct that overly specific collateral descriptions can cause problems. Equipment gets replaced, model numbers change, and you don't want your security interest to become unperfected because of hyper-specific language.

I would suggest having your loan officer read the actual Comment 2 to Section 9-108 in full context. It specifically states that descriptions like 'all equipment' are sufficient. The comment is trying to clarify that you don't need exhaustive detail, not require it.

Been dealing with this exact issue for years. The Article 9 comments are meant to help practitioners understand the law, not create additional hurdles. Your collateral description should identify the collateral reasonably, but it doesn't need to be a detailed inventory list.

Just went through something similar with a client who was convinced the Article 9 comments required specific collateral descriptions. We ended up using Certana.ai's verification tool to check our UCC-1 against the actual requirements. The tool showed that our broader description was compliant, which helped convince the client that the comments weren't creating additional requirements.

The real issue here is that Article 9 comments are explanatory, not prescriptive. They're meant to help understand the statute, not add new requirements. Your loan officer is probably well-intentioned but confused about the relationship between the statutory text and the comments.

This is why I always recommend reading Article 9 comments in full context, not just isolated sentences. The comments to 9-108 actually support flexible collateral descriptions that work in practice, not rigid lists that cause problems when circumstances change.

Look, I've been doing UCC filings for 15 years and I can tell you that following Article 9 comments too literally will cause more problems than it solves. The comments are guidance, not requirements. Your filing service knows what works in practice - trust their experience over someone's theoretical interpretation of comment language.

I've encountered this exact scenario multiple times, and it's usually a misunderstanding of how Article 9 comments function. The comments to Section 9-108 actually emphasize that collateral descriptions should be practical and functional, not exhaustively detailed. When the comment mentions "adequacy," it's setting a minimum threshold, not requiring maximum specificity. For equipment financing, a description like "all equipment now owned or hereafter acquired" is typically sufficient and preferred because it covers replacements and additions automatically. Serial numbers can actually create problems if equipment gets upgraded or replaced during the loan term. I'd suggest showing your loan officer the full text of Comment 2 to Section 9-108, which explicitly states that descriptions like "all equipment" are adequate. The comments support flexibility, not rigid specificity.

As someone who's dealt with this same confusion before, I'd recommend creating a simple comparison document for your loan officer. On one side, show the actual statutory language from UCC 9-108(a) which just requires that the description "reasonably identifies" the collateral. On the other side, show Comment 2 which explicitly says "all equipment" satisfies this standard. The comment isn't adding requirements - it's actually clarifying that you don't need excessive detail. I've found that when loan officers see this side-by-side comparison, they realize the comments are making their job easier, not harder. For your manufacturing client's equipment, something like "all equipment, machinery, and fixtures now owned or hereafter acquired" will protect the security interest much better than a list of serial numbers that becomes outdated when equipment gets replaced or upgraded.