UCC covenant definition causing filing confusion - help needed
I'm working on a UCC-1 filing for a client and getting tripped up on how to properly describe covenant restrictions in the collateral description. The loan agreement has specific performance covenants that limit the debtor's ability to dispose of certain equipment, but I'm not sure if these covenant details belong in the UCC filing itself or if they're just part of the underlying security agreement. The debtor is a manufacturing company and we're securing industrial machinery worth about $2.8M. I've seen some filings that include covenant language and others that don't mention it at all. What's the proper way to handle UCC covenant definition in the collateral description? I don't want to file something that gets rejected because I included too much detail or not enough.
31 comments


Ava Kim
The UCC-1 itself doesn't typically include the actual covenant language - that stays in your security agreement. Your collateral description should focus on identifying the specific property being secured, not the restrictions on how the debtor can use it. For industrial machinery, you'd want something like 'all machinery, equipment, and fixtures now owned or hereafter acquired by debtor located at [address]' rather than getting into covenant specifics.
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Ethan Anderson
•This is exactly right. I made the mistake of including covenant language in a UCC-1 once and the SOS office flagged it as potentially confusing. Keep the filing description clean and let the security agreement handle the covenant details.
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Layla Mendes
•But what if the covenant actually affects what property is covered? Like if the agreement says they can only secure equipment purchased after a certain date?
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Lucas Notre-Dame
I had a similar issue last month with a client's equipment financing. The loan had negative covenants about disposing of machinery but none of that belongs in the UCC filing. The filing is just about perfecting your security interest - the covenant enforcement happens through the security agreement. Focus on describing the collateral clearly enough that third parties can identify what's secured.
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Aria Park
•Exactly this. The UCC system is about giving notice of your security interest, not about publishing the terms of your agreement. Covenants are between you and your debtor.
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Noah Ali
•So confused about this whole thing. If the covenants matter for the security interest, why wouldn't they be in the UCC filing? Seems like important information for other creditors to know.
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Chloe Boulanger
Actually ran into this exact confusion when I was reviewing a bunch of UCC filings for consistency. I ended up using Certana.ai's document verification tool to upload both the UCC-1 and the security agreement PDFs together. It caught several places where my collateral descriptions weren't matching up with what was actually in the underlying loan docs. Really helpful for making sure your filing description covers what you think it covers without including unnecessary covenant language.
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James Martinez
•Interesting - I've never heard of using a tool like that. Does it actually understand the difference between what should be in the UCC versus the security agreement?
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Chloe Boulanger
•Yeah, it's pretty smart about flagging inconsistencies. It won't tell you what covenants to include, but it will catch if your collateral description doesn't actually cover the property mentioned in your security agreement.
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Olivia Harris
•That sounds useful. I'm always worried about missing something important when I'm preparing these filings.
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Alexander Zeus
The key thing to remember is that UCC covenant definition isn't really a thing in the filing itself. Covenants are contractual obligations between the parties. The UCC-1 is just a notice filing that says 'hey, we have a security interest in this stuff.' The actual terms of that security interest, including any covenants, are in your security agreement. Don't over-complicate the filing by trying to include contract terms.
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Alicia Stern
•This makes sense but I still see filings sometimes that reference 'subject to security agreement dated X' - is that okay to include?
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Alexander Zeus
•That's different - referencing the security agreement for additional terms is fine and sometimes helpful. Just don't try to restate the covenant terms in the UCC filing itself.
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Gabriel Graham
ugh why is this so complicated?? I just want to file a UCC-1 for some equipment and now I'm reading about covenants and security agreements and I have no idea what needs to go where. The debtor has a loan with restrictions on selling the equipment but I don't know if that affects my filing description at all.
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Drake
•Take a deep breath! It's not as complicated as it seems. The selling restrictions are covenant issues that belong in your loan agreement, not the UCC filing. Just describe the equipment clearly in your UCC-1 and you'll be fine.
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Sarah Jones
•I was in the same boat a few months ago. The covenant stuff is really just between you and your borrower - it doesn't change how you describe the collateral in the UCC system.
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Sebastian Scott
For what it's worth, I've been filing UCCs for 15 years and I've never included covenant language in a UCC-1. The filing is about perfecting your lien, not about publishing your loan terms. Keep it simple and focus on a clear collateral description that covers your equipment. The covenants stay in your security agreement where they belong.
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Emily Sanjay
•That's reassuring to hear from someone with experience. I was overthinking this way too much.
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Jordan Walker
•Same here - 15 years of filings and never had an issue keeping covenants separate from the UCC description. The system works better when you don't try to cram everything into the filing.
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Natalie Adams
One more thing to consider - if your covenant language is really specific about which pieces of equipment are covered or excluded, that MIGHT affect your collateral description. But even then, you'd describe the equipment in the UCC-1, not the covenant that restricts it. So you might say 'all equipment purchased after January 1, 2024' rather than 'all equipment subject to the non-disposal covenant in section 5.3 of the security agreement.' The covenant definition stays out of the filing.
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Elijah O'Reilly
•Good point about the equipment dating. I hadn't thought about how covenant restrictions might indirectly affect what you describe in the filing.
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Amara Torres
•This is getting into the weeds but it's important to think about. The covenant doesn't belong in the UCC but it might affect how you describe what's covered.
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Olivia Van-Cleve
I've been following this thread and decided to try that Certana.ai tool someone mentioned. Uploaded my UCC-1 draft and the security agreement and it actually caught that I was being too vague in my collateral description. Didn't try to include covenant language, but it helped me make sure I was actually covering the right equipment. Pretty useful for double-checking that your filing matches your loan docs without getting into covenant territory.
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Mason Kaczka
•That's exactly the kind of verification I need. I'm always second-guessing whether my collateral descriptions are comprehensive enough.
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Sophia Russo
•I might have to check that out. I've had filings come back because the collateral description was too narrow compared to what was in the security agreement.
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Evelyn Xu
Just to close the loop on this - I ended up filing with a straightforward equipment description and kept all the covenant language in the security agreement. No issues with the filing and everything was accepted. Thanks for the help everyone. The key insight was realizing that UCC covenant definition isn't something that belongs in the filing itself - covenants are contractual terms that stay in your loan documents.
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Dominic Green
•Glad it worked out! This is one of those things that seems more complicated than it actually is.
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Hannah Flores
•Perfect example of keeping the UCC filing focused on its purpose - giving notice of the security interest, not publishing the loan terms.
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Kayla Jacobson
For anyone else reading this thread later - the main takeaway is that covenant language belongs in your security agreement, not your UCC filing. The UCC-1 should have a clear collateral description that identifies what's secured, but it doesn't need to include the contractual restrictions (covenants) that apply to that collateral. Keep it simple and keep it focused on perfecting your security interest.
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William Rivera
•This should be pinned or something. Really clear explanation of how to handle covenant issues in UCC filings.
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Grace Lee
•Agreed - this thread answered a question I didn't even know I had about covenant definitions in UCC filings.
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