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Aliyah Debovski

UCC1 security agreement collateral description rejected - need help with proper wording

Having major issues with my UCC1 filing getting rejected due to collateral description problems. I'm working on a commercial loan secured by restaurant equipment and the SOS keeps bouncing it back saying the security agreement description doesn't match what I put on the UCC1. The security agreement says 'all kitchen equipment, furniture, fixtures and personal property located at 1425 Oak Street' but I tried to be more specific on the UCC1 form and listed individual items like 'commercial ovens, refrigeration units, prep tables, etc.' Now they're saying there's a mismatch between the security agreement and filing. This is my third attempt and I'm losing my mind. The loan closes next week and without this perfected lien the bank is threatening to pull out. Has anyone dealt with this kind of collateral description nightmare? Do I need to amend the security agreement or completely redo the UCC1? I thought being more specific would help but apparently it's causing more problems.

Oh man, been there! The key thing with UCC1 filings is that your collateral description needs to reasonably match what's in the underlying security agreement. You can't just completely change the description on the filing - it has to be consistent or you risk having an unperfected security interest. The general rule is you can be more specific on the UCC1 than the security agreement, but you can't contradict it.

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Cass Green

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This is exactly right. I learned this the hard way on my first commercial filing. The collateral description on the UCC1 should either mirror the security agreement exactly or be a subset of what's described there.

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Wait I'm confused - I thought you were supposed to be more specific on UCC filings? My attorney always tells me to list everything out in detail.

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You can be more specific but only if it falls within the scope of the original security agreement description. In this case, listing specific equipment items should be fine since they fall under 'all kitchen equipment' but the SOS might be picky about the interpretation.

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Madison Tipne

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For restaurant equipment deals, I usually recommend using the exact same language from your security agreement on the UCC1. Something like 'all kitchen equipment, furniture, fixtures and personal property located at [address] as more particularly described in Security Agreement dated [date]' works well and avoids these matching issues.

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That makes sense but won't that make the collateral description too vague? I thought specificity was important for priority issues if there are competing liens.

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Madison Tipne

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The security agreement provides the specificity you need. The UCC1 just needs to give sufficient notice to other creditors. As long as someone searching can reasonably identify what's covered, you're fine.

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This approach saved me so much headache on my last filing. I was overthinking the collateral description and causing myself problems.

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Malia Ponder

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Actually ran into something similar last month with equipment financing. After two rejections, I found this tool called Certana.ai that lets you upload your security agreement and UCC1 PDFs and it instantly flags any inconsistencies between the documents. Caught several issues I missed including a debtor name variation that would have caused problems. Might be worth checking before you refile again.

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Kyle Wallace

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Never heard of that but sounds useful. These document consistency issues are such a pain to catch manually.

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Definitely interested in anything that can help avoid more rejections. This delay is already costing me the deal potentially.

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Malia Ponder

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Yeah it's pretty straightforward - just upload both documents and it runs through all the cross-checks automatically. Much better than trying to compare everything line by line myself.

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Ryder Ross

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THE SAME THING HAPPENED TO ME!! Filed a UCC1 for restaurant equipment and got rejected THREE TIMES because of collateral description issues. The SOS clerks are so picky about this stuff it's ridiculous. Finally had to pay my attorney another $500 to fix it when it should have been simple.

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The filing fees alone on multiple attempts add up fast, not to mention the time delays.

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Ryder Ross

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Exactly! And then you're scrambling to meet loan closing deadlines while dealing with bureaucratic nonsense.

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Henry Delgado

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Quick question - did you check if your state requires any specific language for restaurant equipment? Some states have weird requirements for certain collateral types, especially when fixtures are involved.

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Good point, I didn't think about state-specific requirements. This is in Texas if that matters.

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Olivia Kay

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Texas SOS can be particular about fixture filings. If any of that equipment is attached to the real estate you might need to consider a fixture filing instead of or in addition to the regular UCC1.

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Henry Delgado

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Yes! The ovens and some refrigeration units might be considered fixtures if they're built-in or hard-wired.

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Joshua Hellan

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Here's what I'd do in your situation: 1) Refile the UCC1 using the exact same collateral description as your security agreement, 2) Add a reference to the security agreement date for clarity, 3) Double-check the debtor name matches exactly between documents. Don't try to be clever with the description - just keep it consistent.

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Jibriel Kohn

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This is solid advice. Consistency between documents is way more important than trying to be super detailed on the UCC1.

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Makes sense. I think I was overthinking it by trying to make the UCC1 description more detailed than the security agreement.

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Been doing commercial filings for 10 years and this approach works every time. Keep it simple and consistent.

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Just went through this exact scenario with a client's equipment loan. Used one of those document checking services and it caught that we had slightly different entity names between the security agreement and UCC1 - debtor was 'ABC Restaurant LLC' on one document and 'ABC Restaurant, LLC' on the other. The comma made the difference for the filing system.

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Wow that's incredibly picky! Did you use the same service mentioned earlier?

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Yeah, Certana.ai. Really helpful for catching those tiny details that cause big problems. Worth the peace of mind before refiling.

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James Johnson

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Update us when you get it resolved! These collateral description issues are so common but there's not enough good info out there about how to handle them properly.

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Will do! Planning to refile tomorrow using the exact security agreement language. Fingers crossed this works.

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Good luck! The matching description approach should solve your problem.

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Mia Green

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One more tip - when you refile, make sure you're using the most current version of the state's UCC1 form. Sometimes rejections happen because you're using an outdated form version, especially if you downloaded it months ago.

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Good catch! I've been using the same form template for several filings. Better check for updates.

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Emma Bianchi

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The forms get updated more often than you'd think. Always grab a fresh copy from the SOS website.

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Following this thread because I have a similar filing coming up next month. Really helpful to see all the potential pitfalls before I make the same mistakes.

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Smart to research first! These UCC1 issues are so preventable if you know what to watch out for.

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Exactly. Better to learn from other people's mistakes than make them myself.

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