UCC filing confusion - security agreement vs promissory note requirements?

This exactly. I made this mistake on my first commercial deal thinking I needed both docs to match perfectly.

Ok that makes sense, so I should ignore the promissory note language completely for UCC purposes?

Right, focus on the security agreement. The promissory note doesn't grant security interests.

Oh no, I didn't even think about name consistency. Let me double check all the entity names now.

Good catch - debtor name consistency is critical even if the promissory note doesn't affect collateral descriptions.

That sounds perfect for my situation. How does it work exactly?

Just upload both documents and it cross-checks everything automatically. Shows you exactly what doesn't match.

Never heard of it but sounds like it could save a lot of manual checking time.

That's a great way to think about it. So for my manufacturing equipment, I should just focus on how it's described in the security agreement?

Exactly. Make sure your UCC-1 collateral description is consistent with the security agreement's description of the equipment.

Each document serves a different legal purpose. It's actually better to have them separate for clarity.

I used to think the same thing but once you understand the roles it makes more sense.

Mine does have an equipment schedule attached. Should I include all those serial numbers in the UCC-1?

Depends on your state and how detailed you want to be. Some people do a general description, others include serials.

For manufacturing equipment that valuable, I'd probably include serial numbers for better identification.

I'm working for the lender, so it's my job to make sure the UCC-1 is filed correctly to perfect our security interest.

Ok good, then you definitely want to be conservative and make sure everything matches perfectly between security agreement and UCC-1.

Wow, that would have been bad. I should definitely double check our entity information too.

Entity type errors are more common than people think. Always verify against the Articles of Incorporation.

It's all moveable equipment so no fixture filing needed, but good to know for future deals.

Smart to check. Fixture filings have their own set of headaches with real estate records.

Perfect summary, thanks. I'm going to check all the names and descriptions carefully before submitting.

Definitely recommend the document checker - saved me tons of headaches on deals like this.

Good approach. Better to catch errors before filing than deal with amendments later.

Will do! Feeling much more confident now about which documents to focus on.

That's really helpful advice about the broad language clauses. I'll need to look at whether our security agreement uses specific equipment descriptions or has that "hereafter acquired" language. Since this is manufacturing equipment, they might indeed be adding or replacing machinery over time. Would you recommend the broad approach for this type of deal?

For manufacturing equipment deals, I'd definitely lean toward the broad "all equipment now owned or hereafter acquired" language, especially with active manufacturing companies. They're constantly upgrading, replacing, or adding machinery. If you go with specific serial numbers, you might miss new equipment they acquire later unless you file amendments. Just make sure your security agreement and UCC-1 use identical language - if the security agreement says "all manufacturing equipment" then your UCC-1 should match that exactly, not try to list specific items.

That's a really good point about PMSI timing! I hadn't considered the super-priority angle. Since this is equipment financing, some of this machinery was probably purchased with our loan proceeds. I need to check when the debtor actually took possession and make sure we're still within that 20-day window. Does the PMSI status affect how we should describe the collateral, or is it more about the timing of filing?