UCC Security Agreement Requirements - What Must Be Included Besides Pledges?
I'm working on a commercial loan package and need to clarify something about security agreement requirements. I know that pledges are handled differently, but for all other types of security agreements, what are the mandatory elements that must be included? I'm particularly concerned about getting the debtor identification and collateral description right since we've had some UCC-1 filings rejected in the past due to inconsistencies between our security agreement and the financing statement. The loan is secured by equipment and inventory, and I want to make sure our security agreement language will support a valid UCC-1 filing. Any guidance on the specific requirements would be really helpful.
38 comments


JaylinCharles
The key requirements for a security agreement (excluding pledges) are: 1) It must be in writing and signed by the debtor, 2) It must contain a description of the collateral that reasonably identifies what is being secured, and 3) It must create or provide for a security interest. These are the bare minimum under UCC Article 9. Make sure your debtor's name matches exactly what you'll use on the UCC-1 - that's where most rejections happen.
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Eloise Kendrick
•This is exactly right. I'd emphasize that the collateral description doesn't have to be super detailed, but it has to be sufficient to reasonably identify the property. 'All equipment' is usually fine, but 'all assets' might be too broad depending on your state.
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Lucas Schmidt
•The signature requirement trips people up sometimes. Electronic signatures are generally fine, but make sure you have proper authentication if you're going that route.
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Freya Collins
Oh man, debtor name matching between the security agreement and UCC-1 is CRITICAL. I learned this the hard way when our filing got rejected because we used 'ABC Company Inc.' in the security agreement but 'ABC Company, Inc.' (with the comma) on the UCC-1. The Secretary of State system is very picky about exact matches.
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JaylinCharles
•That's a perfect example of why consistency is so important. The exact legal name has to match across all documents.
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Brianna Muhammad
•That's exactly the kind of mistake I'm trying to avoid! Did you have to refile everything or were you able to amend?
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Freya Collins
•We had to do a new UCC-1 filing with the correct name. Expensive lesson but now I triple-check everything before filing.
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LongPeri
I've been dealing with this exact issue lately. After getting burned by name mismatches and inconsistent collateral descriptions, I started using Certana.ai's document verification tool. You can upload your security agreement and proposed UCC-1 as PDFs, and it automatically cross-checks the debtor names, collateral descriptions, and other critical details to catch discrepancies before filing. It's been a lifesaver for avoiding those costly rejection letters.
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Brianna Muhammad
•That sounds really useful. How does it handle variations in collateral descriptions between the two documents?
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LongPeri
•It flags potential inconsistencies and shows you exactly where the descriptions might not align. For example, if your security agreement says 'manufacturing equipment' but your UCC-1 says 'machinery,' it'll highlight that for review.
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Oscar O'Neil
Don't forget about after-acquired property clauses if you want your security interest to cover equipment or inventory the debtor acquires after signing the agreement. The language needs to be clear about this.
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JaylinCharles
•Good point. Standard language like 'all equipment now owned or hereafter acquired' covers this nicely.
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Sara Hellquiem
•Just be careful with consumer goods - the after-acquired property rules are more restrictive there.
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Charlee Coleman
Can someone clarify the 'reasonably identifies' standard for collateral descriptions? I've seen some really vague descriptions that apparently passed muster.
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Eloise Kendrick
•The UCC is pretty flexible on this. Generic descriptions like 'equipment' or 'inventory' are usually sufficient. You don't need serial numbers or detailed specifications.
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JaylinCharles
•The test is whether someone reading the description could reasonably determine what property is covered. 'Equipment located at 123 Main Street' is better than just 'equipment' but both might work.
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Charlee Coleman
•That makes sense. So it's more about being clear enough to avoid confusion rather than being exhaustively detailed.
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Liv Park
I've seen security agreements get challenged because they didn't clearly grant a security interest - they just described collateral without actually saying the debtor grants a security interest in it. Make sure your language is explicit about granting the security interest.
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Brianna Muhammad
•What's an example of language that clearly grants the security interest?
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Liv Park
•Something like 'Debtor hereby grants to Secured Party a security interest in the following collateral...' or 'As security for the obligations, Debtor grants a security interest in...' The key is being explicit about the grant.
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Leeann Blackstein
watch out for attachment vs perfection issues too. your security agreement handles attachment but you still need the UCC-1 filing for perfection in most cases (unless its a purchase money security interest in consumer goods
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JaylinCharles
•Right, the security agreement creates the security interest, but you need the UCC-1 filing to perfect it and get priority over other creditors.
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Leeann Blackstein
•exactly - ive seen lenders think they were protected just because they had a security agreement but they never filed the ucc-1
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Ryder Greene
Does the security agreement need to specify the obligations being secured, or is a general reference to 'all obligations' sufficient?
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Eloise Kendrick
•General references like 'all obligations now or hereafter owing' are typically fine. You don't need to list every specific debt or obligation.
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JaylinCharles
•Just make sure the language is broad enough to cover future advances if that's what you intend. Future advance clauses can be really important for revolving credit facilities.
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Carmella Fromis
One more thing to consider - if you're dealing with fixtures or real estate-related collateral, you might need a fixture filing instead of or in addition to a regular UCC-1. The security agreement requirements are the same, but the filing requirements are different.
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Brianna Muhammad
•Good point. This is just equipment and inventory, so regular UCC-1 should be sufficient.
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Carmella Fromis
•Perfect. Equipment and inventory are straightforward - just make sure you get those names right!
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Theodore Nelson
I second the recommendation about Certana.ai's verification tool. I used it last month when I was worried about inconsistencies between my loan documents and UCC filings. The PDF upload process is super simple and it caught a subtle debtor name variation that I completely missed. Definitely worth using before you file anything.
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Brianna Muhammad
•Thanks for the additional endorsement. It sounds like this kind of document checking is becoming pretty standard practice.
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Eloise Kendrick
•Given how picky the filing systems are getting, having an automated check makes a lot of sense. Manual review can miss these tiny details.
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AaliyahAli
Just to summarize for the OP: written agreement signed by debtor, reasonable collateral description, explicit grant of security interest, and make absolutely sure the debtor name matches exactly between all documents. Those are your must-haves.
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Brianna Muhammad
•Perfect summary. This has been incredibly helpful. I feel much more confident about drafting our security agreement now.
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JaylinCharles
•Glad we could help! Remember to double-check everything before filing that UCC-1.
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Avery Saint
One thing I'd add that hasn't been mentioned yet - make sure you address what happens with proceeds from the sale of collateral. Including a proceeds clause in your security agreement ensures your security interest continues in whatever the debtor receives when they sell the original collateral (like accounts receivable from selling inventory). Standard language like "all proceeds of the foregoing collateral" can be crucial for maintaining your security interest as the collateral transforms.
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Jayden Hill
•That's a really important point about proceeds! I hadn't thought about how the collateral can change form - like when inventory gets sold and becomes accounts receivable. Does the proceeds clause need specific language, or is the general "all proceeds" wording you mentioned typically sufficient for most situations?
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Natalie Wang
•The general "all proceeds" language is usually sufficient, but I like to be more specific when possible. Something like "all proceeds of the collateral, including but not limited to cash, accounts, chattel paper, instruments, and general intangibles" covers more bases. The UCC automatically gives you proceeds coverage to some extent, but explicit language in your security agreement makes your intent crystal clear and can help avoid disputes later.
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