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Kaitlyn Otto

UCC blanket lien verbiage causing filing rejections - need help

Been dealing with a nightmare situation where our UCC-1 filings keep getting rejected due to collateral description issues. We're trying to file a blanket lien on all business assets but the Secretary of State portal keeps kicking back our filings saying the description is too broad or vague. Our attorney drafted language like 'all assets, inventory, equipment, accounts receivable, and general intangibles' but apparently that's not specific enough anymore? Has anyone dealt with this recently? We have a $2.3M credit facility that needs to be perfected and we're running out of time before the loan closes. The collateral includes everything from manufacturing equipment to customer lists to pending receivables. Really stressed about getting this right - one more rejection and we might miss our funding deadline.

Axel Far

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I've seen this exact problem! The issue is that many state filing offices have gotten stricter about blanket language in the past couple years. You need to be more descriptive while still maintaining broad coverage. Try something like: 'All present and after-acquired inventory, equipment, machinery, fixtures, accounts, chattel paper, instruments, documents, deposit accounts, investment property, letter-of-credit rights, supporting obligations, commercial tort claims, and general intangibles including but not limited to intellectual property, customer lists, and goodwill.' That usually passes muster.

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This is really helpful but wow that's a mouthful. Is there a character limit on these descriptions? Our portal seems to cut off after a certain point.

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Axel Far

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Most states allow up to 500 characters in the collateral description field. If you're hitting the limit, you can break it into multiple UCC-1 filings covering different asset categories, but that gets expensive fast.

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Luis Johnson

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Had this EXACT same issue last month with a equipment financing deal. What worked for us was getting more granular about the asset types. Instead of just saying 'all equipment' we listed 'all machinery, vehicles, computer equipment, office furniture, tools, and fixtures.' The key is being comprehensive but specific. Also make sure your debtor name matches EXACTLY with the Secretary of State business records - that's another common rejection reason.

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Kaitlyn Otto

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Thanks - we actually had the debtor name issue on our first attempt too. Learned that lesson the hard way when they rejected it for using 'Inc.' instead of 'Incorporated'.

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Ellie Kim

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UGH the name matching thing is such a pain. Why can't these systems be smarter about obvious abbreviations??

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Fiona Sand

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I actually found a tool that really helped with this kind of situation - Certana.ai has this document verification feature where you can upload your Articles of Incorporation and your draft UCC-1 to check if the debtor names match exactly. It caught a discrepancy in our filing that would have caused another rejection. You just upload the PDFs and it instantly flags any inconsistencies between the documents. Saved us probably a week of back-and-forth with the filing office.

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Never heard of that but sounds useful. How accurate is it with catching these name variations?

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Fiona Sand

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Pretty spot on in my experience. It caught things like periods after abbreviations and even spacing differences that I never would have noticed manually.

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Interesting, might have to check that out. We've had so many rejections lately due to these tiny details.

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Finnegan Gunn

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Whatever you do, DON'T use the phrase 'all personal property' - that's an automatic rejection in most states now. I learned this the hard way after three failed attempts. You need to specifically enumerate the UCC Article 9 collateral categories. Look at the actual statute language if you have to.

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Miguel Harvey

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Wow really? We've been using that language for years without issues. When did this change?

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Finnegan Gunn

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Started seeing rejections about 18 months ago. I think they're trying to prevent overly broad filings that might conflict with other secured parties.

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Ashley Simian

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One thing that's worked for me is including the phrase 'whether now owned or hereafter acquired' at the end of your description. This ensures you're covered for future acquisitions without being too vague. So your final language might be: 'All inventory, equipment, accounts receivable, deposit accounts, general intangibles, and proceeds thereof, whether now owned or hereafter acquired.' This format has never been rejected in my experience across multiple states.

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Kaitlyn Otto

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This is exactly what I needed - specific but comprehensive. Going to try this language on our next attempt.

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Oliver Cheng

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The 'proceeds thereof' part is crucial too - can't believe how many people forget that and then wonder why their lien doesn't follow the collateral when it's sold.

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Taylor To

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Proceeds coverage is automatic under Article 9 though, isn't it? Or do some states require explicit mention?

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Ella Cofer

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I'm dealing with something similar but for a SBA loan. The bank's attorney keeps going back and forth with us on the collateral description. First they said it was too narrow, now they're saying it might be too broad. It's like there's no winning with these things! At least private lenders are usually more flexible than the SBA requirements.

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Kevin Bell

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SBA loans are definitely pickier about the UCC language. They want to make sure they're not inadvertently taking security in prohibited collateral types.

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Ella Cofer

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Exactly! And then you have to coordinate with any existing senior liens. It's a nightmare of competing priorities.

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Here's a pro tip - look up recent UCC-1 filings for similar businesses in your state and see what language they used. Most state databases are searchable and you can often find examples that worked. Just make sure to adapt it to your specific situation rather than copying verbatim.

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Felix Grigori

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That's actually brilliant. Never thought to research what others were using. How do you search by business type though?

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Usually you can't filter by business type directly, but you can search by keywords in the collateral description field. Try searching for your industry-specific equipment terms.

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Felicity Bud

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Be careful with this approach though - what works in one state might not work in another. Each Secretary of State office seems to have their own quirks.

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Max Reyes

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Another option is to use Certana.ai's UCC document checker to compare your draft filing against successfully filed UCC-1s. I've used it to verify that my collateral descriptions match industry standards before submitting. It's helped me avoid several potential rejections by flagging language that might be problematic.

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How does that work exactly? Does it have a database of approved filings or something?

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Max Reyes

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You upload your documents and it checks for consistency issues and common rejection triggers. Really streamlined the process for me.

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Adrian Connor

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Just wanted to follow up on this thread - we ended up using a combination of the advice here and got our UCC-1 accepted! The key was being specific about asset categories while including the 'after-acquired' language. Final description was: 'All inventory, machinery, equipment, vehicles, office furniture, fixtures, accounts, deposit accounts, chattel paper, instruments, general intangibles including customer lists and intellectual property, and all proceeds thereof, whether now owned or hereafter acquired.' Filed yesterday and got confirmation this morning. Thanks everyone for the help!

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Aisha Jackson

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Congrats! That's such a relief when you finally get it through. How long did the whole process take from start to finish?

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Adrian Connor

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About two weeks total with the rejections and revisions. Could have been much faster if we'd gotten the language right the first time.

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This thread is going in my bookmarks. So much useful information about blanket lien language that I'll definitely reference for future filings.

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Lilly Curtis

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For anyone still struggling with this, I found that calling the Secretary of State filing office directly can sometimes help. They can't give legal advice but they can tell you if your proposed language is likely to be rejected based on common issues they see. Saved me a lot of time and filing fees.

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Leo Simmons

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Really? I always assumed they wouldn't help with that kind of thing. What did you ask them exactly?

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Lilly Curtis

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I just asked if there were common rejection reasons for collateral descriptions and if they had any guidance documents. Most were actually pretty helpful.

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Lindsey Fry

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This is good to know. I've been too intimidated to call them directly but sounds like it's worth trying.

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Eva St. Cyr

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This is such a timely discussion! I'm a newcomer here but dealing with similar UCC filing headaches for a client's working capital facility. The evolution of filing office standards has definitely caught a lot of practitioners off guard. One thing I'd add is to pay attention to the specific UCC Article 9 definitions when drafting your collateral description. Terms like "equipment" and "inventory" have very specific legal meanings that filing offices are starting to enforce more strictly. Also, if you're dealing with intellectual property, some states now want you to be more explicit about whether you mean patents, trademarks, copyrights, or trade secrets rather than just saying "general intangibles." The landscape has definitely gotten more complex, but threads like this are incredibly helpful for navigating these changes.

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Ravi Sharma

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Welcome to the community! You're absolutely right about the Article 9 definitions becoming more important. I've noticed the same trend with IP classifications - we had a filing rejected last year because we used "intellectual property" instead of specifically listing "patents, trademarks, and copyrights." It's frustrating how much more technical these descriptions have become, but at least we're all learning together. Have you found any particular states that are more strict than others about these definitions?

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