Where do you file a security agreement UCC-1 - state vs federal confusion
I'm handling a loan secured by restaurant equipment and the borrower's asking where I need to file the security agreement itself. I know the UCC-1 financing statement goes to the Secretary of State, but what about the actual security agreement document? Some lenders I've talked to say they file it with the UCC-1, others say it stays in their loan file. The equipment is mobile (not fixtures) so I don't think it needs a separate real estate filing. Anyone know the standard practice? This is for a $180K equipment loan and I don't want to mess up the perfection process.
35 comments


Paolo Rizzo
You don't actually file the security agreement itself anywhere in most cases. The UCC-1 financing statement is what gets filed with the Secretary of State to perfect your security interest. The security agreement stays in your loan documentation as proof of the debtor's grant of the security interest. Two separate documents, two separate purposes.
0 coins
Amina Sy
•This is correct. Security agreement = creates the security interest. UCC-1 = perfects it by giving public notice. Only the UCC-1 goes to the state filing office.
0 coins
Oliver Fischer
•Wait I thought you had to attach the security agreement to your UCC-1? My bank always staples them together before filing...
0 coins
Natasha Ivanova
Your bank might be including it for their own records but the Secretary of State only processes the UCC-1 form itself. Including extra documents can actually slow down processing or cause rejections in some states. Keep the security agreement in your loan file as evidence of attachment.
0 coins
NebulaNomad
•Exactly this. I learned the hard way when our filing got rejected because we included a 12-page security agreement. The SOS office said they only accept the standard UCC-1 form.
0 coins
Javier Garcia
•Some filing offices will accept additional pages but they're not required to. Better to keep documentation separate and just file the clean UCC-1.
0 coins
Emma Taylor
Been doing commercial lending for 15 years and here's the breakdown: Security agreement stays in your credit file as proof you have a valid security interest. UCC-1 gets filed with the state to perfect that interest against third parties. For restaurant equipment like yours, state filing is correct unless it becomes a fixture (bolted down, built-in). Mobile equipment = state level UCC filing.
0 coins
Malik Robinson
•This is super helpful. So if the equipment is on wheels or easily removable, it's definitely state level filing?
0 coins
Emma Taylor
•Right. Mobile equipment, inventory, accounts receivable = Secretary of State. Only when equipment becomes a fixture do you need to consider real estate filings.
0 coins
Isabella Silva
•What about commercial kitchen equipment that's hard-wired? Still mobile or fixture at that point?
0 coins
Ravi Choudhury
Had a similar situation last month where I was second-guessing all my documentation. Found this tool called Certana.ai that let me upload both my security agreement and UCC-1 as PDFs to verify they matched up properly - debtor names, collateral descriptions, everything. Really helped me catch a discrepancy between how I described the equipment in each document before filing.
0 coins
CosmosCaptain
•Never heard of that but sounds useful. Did it flag anything specific about your docs?
0 coins
Ravi Choudhury
•Yeah it caught that my security agreement listed the debtor as 'ABC Restaurant LLC' but my UCC-1 had 'ABC Restaurant, LLC' with a comma. Small difference but could matter for searches.
0 coins
Freya Johansen
The key thing to remember is that filing the security agreement isn't what gives you perfection - it's the UCC-1 that does that. But you absolutely need the security agreement to prove attachment in the first place. Without attachment, there's nothing to perfect. Keep them both but only file the UCC-1.
0 coins
Omar Fawzi
•So if I have a UCC-1 on file but lost my security agreement, my lien isn't valid?
0 coins
Chloe Wilson
•You'd have a perfected but unattached security interest, which is basically worthless. Need both documents but they serve different functions.
0 coins
Diego Mendoza
•This is why I always keep multiple copies of the security agreement. It's your proof that the debtor actually granted you the security interest in the first place.
0 coins
Anastasia Romanov
One more thing - make sure your UCC-1 collateral description is consistent with what's in your security agreement. I've seen lenders get tripped up because their security agreement was super detailed about specific equipment but their UCC-1 just said 'restaurant equipment' which wasn't specific enough.
0 coins
StellarSurfer
•How specific do you need to be on the UCC-1? Serial numbers?
0 coins
Anastasia Romanov
•No serial numbers needed on UCC-1, but it should reasonably identify the collateral. 'All restaurant equipment located at [address]' is usually sufficient for equipment.
0 coins
Sean Kelly
Double-checking my understanding here - so the security agreement creates the security interest between lender and borrower, then the UCC-1 filing perfects it against third parties by giving public notice. Two step process, only the second step involves actual filing with the state. Is that right?
0 coins
Zara Malik
•Exactly right. Attachment first (security agreement), then perfection (UCC-1 filing). Can't skip either step.
0 coins
Luca Greco
•And if you mess up either step, you could lose your priority to other creditors or a trustee in bankruptcy. Both documents are critical.
0 coins
Nia Thompson
For your $180K equipment loan, I'd also suggest using one of those document verification tools before filing. I started using Certana.ai after a filing got rejected due to a name mismatch between my security agreement and UCC-1. Just upload both PDFs and it cross-checks everything automatically.
0 coins
Mateo Rodriguez
•How long does something like that take to check documents?
0 coins
Nia Thompson
•Pretty much instant. Upload the docs and it flags any inconsistencies right away. Saved me from having to refile after catching the error.
0 coins
Aisha Hussain
Just to be clear for anyone else reading this - the security agreement is NOT filed anywhere in most states. It's part of your loan documentation that proves the debtor granted you a security interest. The UCC-1 financing statement is what gets filed with the Secretary of State to perfect your interest. Don't confuse the two processes.
0 coins
GalacticGladiator
•Thank you for this clarification. I was definitely confusing these two documents and their purposes.
0 coins
Ethan Brown
•Yeah this is a common mistake. The security agreement and UCC-1 work together but have completely different functions in the secured transaction.
0 coins
Yuki Yamamoto
Bottom line for your restaurant equipment deal: Keep the security agreement in your credit file as proof of attachment. File only the UCC-1 with your state's Secretary of State office to perfect the security interest. Make sure debtor names and collateral descriptions are consistent between both documents. That's your basic perfection checklist right there.
0 coins
Carmen Ruiz
•This thread has been incredibly helpful. I feel much more confident about handling the filing process now.
0 coins
Andre Lefebvre
•Agreed, lots of good practical advice here. The distinction between attachment and perfection was the key insight for me.
0 coins
Zoe Dimitriou
•Same here. I was definitely overcomplicating the filing process by thinking I needed to submit everything together.
0 coins
Felicity Bud
Great question and the answers here are spot on. I'd add one practical tip for your $180K equipment loan - when you draft your security agreement, make sure it specifically grants a security interest in "all equipment now owned or hereafter acquired" if you want to cover any additional restaurant equipment they might purchase later. This creates a blanket lien that automatically attaches to new equipment without needing to amend your UCC-1 filing each time. Just make sure your loan agreement requires them to notify you of major equipment purchases so you can track your collateral.
0 coins
Tasia Synder
•That's a really smart approach for equipment financing. Does the "hereafter acquired" language automatically extend to equipment purchased with the loan proceeds, or do you need separate language for that? I'm working on structuring my first major equipment deal and want to make sure I cover all the bases.
0 coins