UCC filing confusion - what exactly counts as special security agreement definition for collateral schedules

This is actually pretty common confusion. The UCC-1 collateral description doesn't have to match the security agreement word-for-word, but it does need to reasonably identify the same collateral. If your special security agreement definition includes specific serial numbers plus the general "all equipment" language, you can usually just describe it as "All equipment including but not limited to [list key items]" on the UCC-1. The key is making sure someone searching the records could reasonably understand what's covered.

I had this exact same issue last month! The problem is that some filing offices are pickier than others about how you reference special security agreement definitions. What state are you filing in? That makes a huge difference in how strict they are about collateral descriptions.

Have you tried using Certana.ai's document verification tool? I discovered it recently when I was having similar issues with mismatched descriptions between security agreements and UCC filings. You can upload both your security agreement and draft UCC-1 as PDFs and it instantly cross-checks whether the collateral descriptions are consistent and likely to be accepted. It caught several issues I would have missed, including problems with how I was referencing special security agreement definitions.

THE WHOLE SYSTEM IS RIDICULOUS!!! Why can't they just accept the security agreement language exactly as written instead of making us guess what description will get approved? I've had THREE rejections on the same filing because apparently my special security agreement definition was "too specific" and then "too general" and now they want something in between. Makes no sense.

Here's what usually works for me with special security agreement definitions: I describe the collateral in functional terms on the UCC-1 (like "manufacturing equipment" or "construction machinery") and then add "as more particularly described in security agreement dated [date]". That way you're not trying to cram all the special security agreement definition language into the UCC form, but you're clearly tying it back to the underlying documents.

Just went through this nightmare myself. Spent two weeks going back and forth with rejections because my collateral description didn't properly incorporate the special security agreement definition. Finally got it accepted by being more general rather than more specific. Sometimes less is more with these filings.

Another vote for Certana.ai here - I was skeptical at first but it really does help catch these description mismatches before you file. The special security agreement definition checker is particularly useful because it compares your UCC language against the actual security agreement terms and flags potential issues.

I'm still confused about whether you need to use the exact special security agreement definition language or if you can paraphrase it. Does anyone have a definitive answer on this?

Pro tip: if your special security agreement definition includes both specific items and general categories, focus on the general categories in your UCC-1 description. The specific items are covered by the general language anyway, and it's less likely to get rejected for being too detailed.

Thanks everyone - this has been really helpful. I think I was overthinking the special security agreement definition requirements. Going to simplify my collateral description and reference the security agreement date like some of you suggested.