UCC Article 9 definitions causing filing rejections - need clarity on collateral descriptions
Running into major issues with our UCC-1 filings getting rejected because apparently our collateral descriptions don't align with Article 9 definitions. We've been using general language like 'all business assets' but the SOS keeps kicking them back saying we need to be more specific under the UCC Article 9 definitions framework. Our lender is getting impatient and we have a $2.8M credit facility that needs to close next week. Has anyone dealt with this before? What specific language satisfies the Article 9 requirements without being overly restrictive? I'm seeing conflicting guidance on whether we can use super-generic descriptions or if we need to itemize every piece of equipment. The rejection notices reference 'insufficient description under Article 9' but don't give specific guidance on what would work.
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Chloe Delgado
Yeah I've seen this a lot lately. The Article 9 definitions are pretty clear that you need to describe the collateral in a way that 'reasonably identifies' it. Super-generic descriptions like 'all assets' usually don't cut it anymore. You'll want to use the specific categories from the UCC like 'equipment,' 'inventory,' 'accounts,' 'general intangibles,' etc. Much safer than trying to cover everything with one broad phrase.
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Ava Harris
•This is exactly right. Article 9 section 9-108 spells out the identification requirements. Generic descriptions that don't use the statutory categories are basically asking for rejection.
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Jacob Lee
•But what about fixture filings? Do the same Article 9 definitions apply there or do you need different language for real estate collateral?
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Emily Thompson
I had the exact same problem last month! Kept getting rejections until I started using the actual Article 9 categories. Instead of 'business assets' I broke it down into: 'equipment, inventory, accounts, chattel paper, instruments, documents, general intangibles, and deposit accounts.' Haven't had a rejection since. The key is using language that matches what's defined in Article 9.
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Sophie Hernandez
•Did you have to list specific equipment or just use the general 'equipment' category? Our client has like 200 pieces of machinery and I'm wondering if we need to itemize everything.
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Emily Thompson
•Just the general category worked fine. Article 9 definitions don't require you to list every single item - just needs to reasonably identify the type of collateral you're securing.
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Daniela Rossi
•That's a relief. I was dreading having to create a 50-page attachment with serial numbers for every piece of equipment.
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Ryan Kim
Actually ran into something similar with our UCC filings recently. We were getting rejections left and right because our collateral descriptions weren't following Article 9 definitions properly. Found this tool called Certana.ai that does document verification - you just upload your UCC drafts and it checks everything against the actual Article 9 requirements. Caught like 3 description issues we would have missed otherwise. Super helpful for making sure your language aligns with the statutory definitions before you submit.
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Zoe Walker
•How does that work exactly? Does it just check the collateral description language or does it verify other Article 9 compliance stuff too?
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Ryan Kim
•It checks the whole document - collateral descriptions, debtor names, everything. Really useful for catching those Article 9 definition mismatches before they become rejection headaches.
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Elijah Brown
The Article 9 definitions can be super confusing especially when you're dealing with mixed collateral types. I usually reference UCC 9-102 directly when drafting descriptions. It defines all the categories like 'equipment' (goods used in business), 'inventory' (held for sale), 'accounts' (payment rights), etc. Much clearer than trying to wing it with generic language.
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Maria Gonzalez
•This is why I love working with experienced filing attorneys. They know all these Article 9 nuances that can trip you up.
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Natalie Chen
•Problem is not everyone has the budget for specialized counsel on every filing. Sometimes you gotta figure out the Article 9 definitions yourself.
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Santiago Martinez
•True but the cost of rejected filings and delayed closings usually exceeds the legal fees. Especially with tight deadlines like the OP has.
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Samantha Johnson
UGH this Article 9 stuff drives me INSANE! The definitions are so technical and the SOS systems are so picky about the exact wording. I spent three weeks going back and forth with rejections because I used 'machinery' instead of 'equipment' in the collateral description. Apparently machinery isn't a recognized Article 9 category even though it means the same thing!!!
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Nick Kravitz
•I feel your pain. The terminology has to be exactly right or they bounce it back. It's like they have robots checking for specific Article 9 keywords.
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Hannah White
•That's probably not far from the truth honestly. Most SOS offices use automated systems now that flag anything that doesn't match their Article 9 definition database.
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Michael Green
For anyone struggling with Article 9 definitions, here's a quick reference: Equipment = goods used in business operations, Inventory = goods held for sale/lease, Accounts = right to payment for goods/services, General Intangibles = personal property other than goods/accounts/instruments (like IP, software licenses), Deposit Accounts = bank accounts. Using these exact categories in your collateral description usually prevents rejections.
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Mateo Silva
•This should be pinned somewhere. Super helpful breakdown of the Article 9 categories.
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Victoria Jones
•What about consumer goods? Do those fall under a different Article 9 definition or are they covered by one of these categories?
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Michael Green
•Consumer goods are their own Article 9 category - goods used primarily for personal/family/household purposes. But that usually doesn't apply to commercial UCC filings.
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Cameron Black
Quick question about Article 9 definitions - if we're financing both equipment purchases and working capital, do we need separate collateral descriptions for each or can we use one comprehensive description that covers both under Article 9?
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Jessica Nguyen
•You can usually combine them in one description as long as you specify the different Article 9 categories. Like 'equipment, inventory, accounts, and general intangibles' would cover most working capital scenarios.
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Isaiah Thompson
•Just make sure your loan documents match whatever collateral description you use in the UCC filing. Inconsistencies between documents can cause problems later.
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Ruby Garcia
Been doing UCC filings for 15 years and the Article 9 definitions haven't changed much, but the enforcement has gotten way stricter. Used to be able to get away with vague descriptions but now every SOS office scrutinizes them against the statutory language. Better to be overly specific than deal with rejection delays.
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Alexander Evans
•Totally agree. The automated filing systems have made them much more rigid about Article 9 compliance. No more human discretion to let minor issues slide.
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Evelyn Martinez
•Which is probably good for consistency but definitely creates more headaches for filers who aren't familiar with all the Article 9 nuances.
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Benjamin Carter
Just wanted to follow up on the Certana.ai suggestion from earlier - tried uploading our problem UCC draft and it flagged exactly what was wrong with our collateral description under Article 9. Apparently we were using 'business equipment' which isn't precise enough - needed to just say 'equipment' to match the Article 9 definition. Resubmitted with their suggested changes and it went through clean. Definitely worth checking your documents against the actual Article 9 requirements before filing.
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Maya Lewis
•That's awesome that it caught such a specific Article 9 issue. Those little wording differences can be so frustrating when they cause rejections.
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Isaac Wright
•Good to know there are tools out there that understand the Article 9 definitions properly. Saves a lot of trial and error with the SOS systems.
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Lucy Taylor
One more tip for Article 9 definitions - if you're unsure about whether something qualifies as equipment vs inventory vs general intangibles, err on the side of being inclusive. You can say 'equipment, inventory, and general intangibles' to cover most scenarios without being overly broad. The Article 9 categories are mutually exclusive so there's no harm in listing multiple types as long as you use the correct statutory language.
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Connor Murphy
•This is really helpful. I always worry about being too specific and accidentally excluding something, but being too general gets you rejected.
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KhalilStar
•Exactly. The Article 9 definitions give you a framework to be comprehensive without being vague. Just stick to the statutory categories and you should be fine.
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Amelia Dietrich
•Thanks everyone for all the Article 9 guidance. Really helpful to understand how the definitions work in practice vs just reading the statute.
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