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Elijah Brown

UCC collateral types causing confusion on my filing - need clarification

I'm working on a UCC-1 for a client who's securing a line of credit with multiple asset categories and I'm getting tripped up on how to properly classify the collateral types. The debtor owns a manufacturing business and we're looking at equipment, inventory, accounts receivable, and some specialty tooling. My concern is whether I should list each category separately or if there's a broader classification that covers everything without being too vague. The SOS rejected my last filing because they said the collateral description was 'insufficient' but I thought I was being thorough. Anyone dealt with similar issues where the collateral spans multiple UCC collateral types? I don't want another rejection and delay the perfection timeline.

Been there! For manufacturing businesses you typically want to separate equipment from inventory since they have different depreciation schedules and the lender might want different treatment. I usually do 'equipment used in debtor's manufacturing operations' and 'inventory consisting of raw materials, work in progress, and finished goods.' Accounts receivable should definitely be separate - 'accounts, chattel paper, and general intangibles arising from debtor's business operations.' What exactly did the SOS say was insufficient?

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Elijah Brown

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The rejection notice just said 'collateral description does not adequately identify the collateral' which is super helpful right? I had written something like 'all business assets including but not limited to equipment inventory and receivables' thinking that would cover everything.

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Natalie Chen

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Oh yikes that's way too broad. SOS offices hate the 'all assets' approach now. You need to be specific about what types of collateral you're actually securing against.

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Different UCC collateral types need different language and some states are pickier than others. Equipment is usually straightforward but inventory can be tricky because it changes constantly. I always use 'all inventory now owned or hereafter acquired' for that category. For the specialty tooling - is that stuff that's permanently affixed to the building? Because that might need a fixture filing instead of regular UCC-1.

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Elijah Brown

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The tooling is moveable but pretty specialized for their manufacturing process. Not bolted down or anything. Should that just go under equipment then?

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Yeah if it's moveable then it's equipment. Just be descriptive - 'manufacturing equipment including specialty tooling used in debtor's production operations' or something like that.

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I had a similar situation last month and ended up using Certana's document checker to compare my collateral descriptions against successful filings in the same state. Really helpful for seeing what language actually gets accepted.

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Nick Kravitz

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this is why i hate UCC filings lol. every state wants something different and the collateral types are never clear. cant you just put 'all assets' and call it a day??

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Hannah White

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Unfortunately no - most states rejected those broad descriptions years ago. You really do need to be specific about the collateral categories.

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Nick Kravitz

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ugh why cant they just standardize this stuff across states

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Michael Green

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For manufacturing clients I typically use four separate categories: 1) Equipment and machinery used in operations 2) Inventory including raw materials WIP and finished goods 3) Accounts receivable and general intangibles 4) Documents and instruments. This covers most collateral types without being overly broad but gives you good coverage. The key is using the Article 9 terminology correctly.

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Elijah Brown

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That's really helpful - do you usually put all four categories in the same UCC-1 or file separate ones?

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Michael Green

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Same UCC-1 is fine as long as you separate them clearly. I usually number them or use bullet points so it's obvious they're distinct collateral types.

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Mateo Silva

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Just be careful with the general intangibles category - some lenders want that spelled out more specifically like 'customer lists, trade secrets, intellectual property' etc.

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I've been doing UCC filings for 15 years and the collateral description rejections are getting more common. States are really cracking down on vague language. Your best bet is to look at the UCC Article 9 definitions and use that exact terminology. Equipment is 'goods that are not inventory, farm products, or consumer goods.' Inventory is 'goods held for sale or lease or raw materials used in business.' Don't try to get creative with the wording.

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Elijah Brown

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Should I reference the Article 9 definitions directly in the filing or just make sure my language aligns with them?

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Just align your language - don't quote the statute directly. But using the exact terminology from Article 9 definitely helps with acceptance rates.

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Cameron Black

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Had this exact issue with a client last year. The problem is that different UCC collateral types have different perfection requirements and priority rules so you can't just lump everything together. I ended up having to research the specific state's requirements and model my description after recently accepted filings. There's actually a service called Certana that lets you upload your documents and check them against successful filings - saved me a lot of time.

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Elijah Brown

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How does that work exactly? You upload your draft UCC-1 and it compares the collateral description?

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Cameron Black

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Yeah you can upload PDFs and it cross-checks everything - debtor names, collateral descriptions, even filing numbers if you're doing amendments. Really useful for catching issues before you submit.

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That sounds too good to be true but honestly after dealing with multiple rejections I'd try anything at this point.

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The SOS probably rejected it because 'all business assets' doesn't tell them what type of collateral you're actually claiming. Each UCC collateral type has different rules - equipment can be moved, inventory turns over, receivables get collected. They need to know what they're dealing with for priority purposes.

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Elijah Brown

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That makes sense. So being specific actually helps with the legal effectiveness too, not just getting past the filing office.

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Exactly. If you ever have to enforce the security interest, vague collateral descriptions can cause problems in court too.

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Ruby Garcia

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OMG yes this happened to me too!! I spent forever trying to figure out the right collateral types and kept getting rejections. So frustrating when you think you're being thorough but apparently you're being too vague? Makes no sense.

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The trick is finding that sweet spot between specific enough to satisfy the filing office but broad enough to actually cover what you need to secure.

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Ruby Garcia

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yeah its like a guessing game sometimes

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For what it's worth, I've found that looking at similar businesses in the UCC database can give you good examples of accepted collateral descriptions. Most states let you search public filings so you can see what language actually works for manufacturing companies with similar collateral types.

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Elijah Brown

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Good idea - I didn't think about checking the public database for examples. That's probably more reliable than guessing.

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Just make sure you're looking at recent filings - the standards have gotten stricter over the past few years.

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Maya Lewis

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This whole thread is making me realize I need to be way more careful with my collateral descriptions. I've been getting away with pretty generic language but sounds like that's changing. Thanks for all the specific examples everyone - really helpful to see what actually works.

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Yeah the filing offices are definitely getting pickier. Better to be overly specific than risk a rejection and delay.

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Isaac Wright

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I've started keeping a template file with proven collateral descriptions for different business types. Saves time and reduces rejections.

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