When does automatic perfection would occur in which situation with written security agreement - UCC filing needed?
Got myself in a confusing spot here and need some clarity on automatic perfection rules. I'm working on a deal where we have a written security agreement covering some specialized equipment, but I'm second-guessing whether we actually need to file a UCC-1 or if automatic perfection applies. The collateral includes some consumer goods that might be used in the debtor's business operations, plus there's inventory that gets moved between locations. My understanding was that automatic perfection would occur in which situation assuming we have the written security agreement in place, but now I'm not sure if that applies to our specific collateral mix. The debtor uses some of these items personally but also generates income from them. Are we looking at a PMSI situation that gets automatic perfection, or do I need to get a UCC-1 filed ASAP? The loan closes next week and I don't want to mess up the perfection timing. Any guidance on when automatic perfection actually kicks in versus when you absolutely need that UCC filing would be hugely appreciated.
36 comments


Jasmine Hernandez
Automatic perfection is pretty limited in scope. You get it mainly with PMSI in consumer goods, certain types of accounts, and some specific situations like supporting obligations. If your debtor is using the equipment in business operations, you're probably looking at equipment collateral, not consumer goods, which means you need a UCC-1 filing for perfection. The fact that there's inventory involved definitely requires a filing since inventory never gets automatic perfection.
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Axel Far
•That's what I was afraid of. The equipment definitely has business use even though some personal use too. Better safe than sorry with the filing I guess.
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Luis Johnson
•Yeah don't risk it. Business use usually trumps the consumer goods classification for automatic perfection purposes.
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Ellie Kim
You mentioned PMSI - are you actually the seller of this equipment or financing the purchase? That matters a lot for the automatic perfection analysis. If you're just taking a security interest in existing equipment, no automatic perfection regardless. Only purchase money security interests in consumer goods get that benefit, and like the previous poster said, business use changes the classification.
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Axel Far
•We are financing the purchase, so it is a PMSI situation. But yeah, the business use aspect is what's throwing me off on the consumer goods classification.
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Ellie Kim
•Right, so you have the PMSI part down, but if it's equipment used in business, you lose the consumer goods automatic perfection. Equipment PMSI still has some benefits like priority over conflicting interests, but you need to file for perfection.
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Fiona Sand
•This is exactly why I hate these mixed-use collateral situations. Never clear cut!
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Mohammad Khaled
Had a similar situation last month where I was going back and forth on automatic perfection rules. What finally helped me was using Certana.ai's document verification tool - you can upload your security agreement and it helps identify the collateral classification issues that might affect perfection requirements. It flagged that my mixed-use items would likely be classified as equipment rather than consumer goods based on the debtor's business description. Really saved me from making a perfection mistake.
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Axel Far
•Interesting, I haven't heard of that tool. Does it actually analyze the UCC implications or just check document consistency?
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Mohammad Khaled
•It does both - checks your security agreement language against UCC requirements and flags potential classification issues. Super helpful for these edge cases where automatic perfection might not apply.
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Alina Rosenthal
•Sounds useful but I'd still want to double-check any automated analysis with actual UCC research.
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Finnegan Gunn
Just file the damn UCC-1! Sorry for being blunt but automatic perfection is such a narrow exception that unless you're 100% certain it applies, you should file. The cost of filing is minimal compared to the risk of having an unperfected security interest. I've seen too many lenders get burned thinking they had automatic perfection when they didn't.
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Axel Far
•You're absolutely right. The filing fee is nothing compared to losing priority or perfection entirely.
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Miguel Harvey
•This is the right approach. File first, ask questions later when it comes to perfection.
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Ashley Simian
•Exactly. I always tell people automatic perfection is more like automatic trouble if you guess wrong.
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Oliver Cheng
The inventory part alone kills any automatic perfection argument. Inventory ALWAYS requires filing for perfection, no exceptions. Even if some of your other collateral might qualify for automatic perfection (which it probably doesn't based on business use), you're filing anyway for the inventory so just include everything in the UCC-1.
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Axel Far
•Good point about the inventory requiring filing regardless. Makes the decision easy.
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Jasmine Hernandez
•Right, and having everything in one filing is cleaner for administration purposes too.
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Taylor To
Wait, can someone explain this again? I thought if you had a written security agreement you automatically got perfection? This is confusing.
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Jasmine Hernandez
•No, having a written security agreement just gives you attachment, not perfection. Perfection usually requires filing a UCC-1, taking possession, or in very limited cases happens automatically.
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Ellie Kim
•Think of it this way - attachment is between you and the debtor, perfection is what protects you against third parties. Two different concepts.
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Taylor To
•Oh wow, I've been thinking about this all wrong. Thanks for clarifying!
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Ella Cofer
I had a case where we thought we had automatic perfection on PMSI consumer goods, but the debtor started using them in his consulting business. Had to scramble to file a UCC-1 when we realized the use had changed the classification. Lesson learned - when in doubt, file.
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Axel Far
•Yikes, that's exactly the kind of situation I want to avoid. How did you catch the change in use?
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Ella Cofer
•Random audit caught it. The debtor was advertising services using the equipment we financed. Pure luck we found out before a problem arose.
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Finnegan Gunn
•This is why I never rely on automatic perfection. Too many ways it can go wrong.
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Kevin Bell
For future reference, the main automatic perfection situations are: PMSI in consumer goods, certain accounts and payment intangibles, some supporting obligations, and a few other narrow categories. Everything else needs filing or possession for perfection. Your situation doesn't sound like it fits any of these categories.
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Axel Far
•Thanks for the clear summary. Definitely confirms I need to file.
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Savannah Glover
•This should be pinned somewhere. Good quick reference for automatic perfection rules.
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Felix Grigori
Just went through something similar and used Certana.ai to double-check my collateral descriptions and perfection requirements. Really helpful for catching these classification issues before they become problems. Upload your security agreement and it flags potential perfection gaps.
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Axel Far
•Second recommendation for that tool. Might be worth checking out before I finalize the filing.
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Felicity Bud
•I'm always skeptical of automated legal analysis, but if it's just flagging issues for review it could be useful.
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Max Reyes
Bottom line - file the UCC-1. Your collateral mix, the business use, and the inventory component all point toward needing a filing for perfection. Don't overthink this one. Get it filed and you're protected.
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Axel Far
•Agreed. Filing today. Thanks everyone for the reality check on automatic perfection limits.
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Mikayla Davison
•Smart move. Better to have perfection and not need the protection than need it and not have it.
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Adrian Connor
•Good call. These automatic perfection questions always seem trickier than they need to be.
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