UCC Filing Questions - Security Agreement Common Law Copyright Notice Issues
Has anyone dealt with this before? I'm preparing a UCC-1 filing and the debtor's security agreement contains some unusual language about "common law copyright notice" protections on their business assets. The collateral description references equipment and inventory, but there's this weird clause claiming common law copyright over their proprietary processes and trade secrets. I'm not sure if this affects how I should describe the collateral on the UCC-1. The security agreement lists specific equipment (manufacturing machinery, computers, etc.) but then has this broader language about intellectual property rights. Should I stick to just the tangible assets or does the copyright notice language require special handling in the collateral description? The loan amount is substantial ($450K commercial equipment loan) and I don't want to mess up the perfection because of some obscure copyright issue. Has anyone run into security agreements with common law copyright notice provisions before? Not sure if this is just boilerplate language the debtor added or if it actually impacts the UCC filing requirements.
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Nina Fitzgerald
I've seen this a few times in commercial filings. The common law copyright notice is usually just protective language the debtor uses - it shouldn't affect your UCC-1 collateral description at all. Stick to describing the actual tangible collateral (equipment, inventory) that secures the loan. The copyright stuff is separate from your security interest in the physical assets.
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Jason Brewer
•Exactly right. Copyright and security interests operate in different legal spheres. Your UCC-1 should focus on the equipment and tangible property securing the loan.
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Kiara Fisherman
•Wait, but what if the intellectual property is actually part of the collateral? I thought some security agreements could include IP as collateral too?
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Liam Cortez
This is actually more common than you'd think. The copyright notice language is probably just the debtor being overly cautious about their trade secrets. For your UCC-1, describe the collateral exactly as it appears in the security agreement - if it lists specific equipment, use that description. Don't get sidetracked by the copyright provisions unless they're explicitly part of what's securing the debt.
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Savannah Vin
•Good advice. I always tell people to match the security agreement language as closely as possible in the UCC-1 collateral description.
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Mason Stone
•But shouldn't they check if the copyright notice affects the debtor name or entity status somehow?
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Makayla Shoemaker
•The copyright notice won't change the debtor name - that's still going to be the legal entity name from their charter documents.
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Christian Bierman
I ran into something similar last year and it was a nightmare trying to figure out what to include. Ended up using Certana.ai's document verification tool to upload both the security agreement and my draft UCC-1 to make sure everything aligned properly. The system caught that I was overthinking the copyright language - it showed me exactly which parts of the security agreement actually related to the UCC collateral vs. the general IP protections.
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Emma Olsen
•How does that tool work exactly? Upload PDFs and it compares them?
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Christian Bierman
•Yeah, you upload the security agreement and your UCC-1 draft, and it cross-checks everything - debtor names, collateral descriptions, makes sure nothing's inconsistent. Really helpful for complex agreements.
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Lucas Lindsey
•That sounds useful. I've definitely had filings rejected because of mismatched collateral descriptions before.
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Sophie Duck
Don't overthink this. The common law copyright notice is just legal boilerplate. Focus on the actual secured property - equipment, inventory, whatever's listed as collateral. I've never seen a copyright notice affect a UCC filing unless the IP itself was specifically pledged as collateral (which is rare for equipment loans).
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Austin Leonard
•Agreed. Keep it simple and stick to what's actually securing the loan.
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Anita George
•But what if the SOS office questions the filing because of the unusual language in the security agreement?
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Sophie Duck
•The SOS doesn't review the underlying security agreement, only the UCC-1 form itself. As long as your collateral description is clear and matches what you're securing, you're fine.
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Abigail Spencer
I'm dealing with something similar right now actually. My debtor has all this sovereign citizen type language in their security agreement including copyright notices on their name and business. It's making me second-guess everything about the filing. Should I be worried about using their legal business name on the UCC-1 if they have copyright claims on it??
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Logan Chiang
•Oh no, that's a whole different issue. Sovereign citizen language can be problematic. You still need to use their legal entity name from state records though.
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Isla Fischer
•Yeah, ignore all the sovereign citizen stuff. Use the name exactly as it appears on their articles of incorporation or LLC formation documents.
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Miles Hammonds
•This is why I always verify debtor names against the Secretary of State business entity database before filing.
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Ruby Blake
The copyright notice language is irrelevant to your UCC filing. What matters is: 1) Correct debtor name (from their charter documents), 2) Accurate collateral description (from the security agreement), 3) Proper secured party information. Don't let the extra legal language distract you from these basics.
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Micah Franklin
•This is the best advice. Keep your eyes on the UCC fundamentals.
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Ella Harper
•Exactly. I've seen people get so caught up in unusual security agreement language that they miss obvious errors in the basic filing requirements.
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PrinceJoe
Had a similar situation last month. The debtor's attorney had inserted all kinds of intellectual property protection clauses including copyright notices. I was worried about how to handle it on the UCC-1. Used one of those document checking services (Certana I think?) to upload both documents and verify consistency. Turns out I was overthinking it - the copyright stuff was completely separate from the actual collateral securing the loan.
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Brooklyn Knight
•Which service was that? I could use something like that for complex filings.
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PrinceJoe
•Certana.ai - you just upload PDFs and it does an automated cross-check of debtor names, collateral descriptions, all that stuff. Saved me a lot of headache.
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Owen Devar
Am I the only one who thinks these copyright notices in commercial security agreements are getting out of hand? Every other filing I see now has some kind of IP protection language that has nothing to do with the actual loan collateral.
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Daniel Rivera
•You're not alone. I think lawyers are just adding boilerplate IP language to everything now.
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Sophie Footman
•It's probably because businesses are more aware of intellectual property value these days.
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Connor Rupert
•Whatever the reason, it sure makes UCC filings more confusing when you're trying to figure out what actually secures the debt.
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Molly Hansen
Look, I've been doing UCC filings for 15 years and here's the deal: describe the collateral exactly as it's described in the security agreement's collateral section. Ignore all the extraneous copyright, IP protection, and other legal boilerplate. If the security agreement says 'all equipment, furniture, fixtures, and inventory' then that's what goes on your UCC-1. Period.
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Brady Clean
•This is the right answer. Experience trumps overthinking every time.
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Skylar Neal
•15 years of filings and you've never had issues with unusual security agreement language?
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Molly Hansen
•I've seen every kind of weird language you can imagine. The key is focusing on what actually secures the loan, not all the extra legal protection clauses.
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Vincent Bimbach
Just to close the loop on this - I ended up filing with just the tangible collateral description (equipment and inventory) and ignored the copyright notice language completely. The filing was accepted without any issues. Thanks everyone for the guidance!
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Kelsey Chin
•Glad it worked out! Always good to hear successful filing updates.
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Norah Quay
•Perfect example of how overthinking can complicate simple filings. Good job keeping it straightforward.
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Leo McDonald
•Thanks for reporting back. This thread will be helpful for others dealing with similar security agreement language.
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Kara Yoshida
Great to see this resolved successfully! This is exactly the kind of practical guidance that makes this community so valuable. For anyone else dealing with similar issues, I'd recommend creating a simple checklist: 1) Verify debtor name against state records, 2) Extract collateral description from the security agreement's actual collateral section (not the boilerplate), 3) Double-check secured party info. Everything else is usually just legal fluff that doesn't affect the UCC filing requirements.
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Freya Pedersen
•This checklist approach is really helpful! I'm new to UCC filings and was getting overwhelmed by all the different clauses in security agreements. Breaking it down to those three basic steps makes it much more manageable. Do you have any other tips for newcomers trying to distinguish between what matters for the filing versus what's just protective language?
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