< Back to UCC Document Community

LunarLegend

which statement is true regarding materials that are considered goods under the ucc - collateral classification help

I'm working on a UCC-1 filing for a client's equipment financing deal and getting confused about what exactly qualifies as 'goods' under the UCC for collateral purposes. The loan involves manufacturing equipment, raw steel materials, and some finished inventory. My client's attorney mentioned something about how materials transform classification but I'm not following the logic. I've seen conflicting advice online about whether raw materials count as goods vs inventory vs something else entirely. This is affecting how I describe the collateral in the security agreement and I don't want to mess up the perfection. Has anyone dealt with this classification issue before? I need to get this filing right because it's a $2.8M credit facility and the bank is being very particular about the collateral description accuracy.

Malik Jackson

•

Materials are definitely goods under Article 9, but the key is understanding how they're being used in your debtor's business. Raw materials that will be processed into something else are still goods at the time of filing. The classification can shift as they move through the manufacturing process though.

0 coins

LunarLegend

•

So if my client buys steel sheets to manufacture brackets, those steel sheets are goods when they purchase them? Even though they're going to transform them?

0 coins

Malik Jackson

•

Exactly. The steel sheets are goods when purchased. They remain goods during storage. The question becomes more complex once manufacturing begins and you have work-in-process, but for UCC-1 purposes you're typically covering all stages.

0 coins

I ran into this exact issue last month! The confusion comes from mixing up UCC Article 2 (sales) definitions with Article 9 (secured transactions). For security interests, materials are goods regardless of their intended use. What matters for your collateral description is being comprehensive enough to cover the materials in all their forms.

0 coins

LunarLegend

•

That's a good point about the different articles. So I should describe the collateral broadly to catch materials whether they're raw, in-process, or finished?

0 coins

Yes, something like 'all inventory, raw materials, work-in-process, and finished goods' covers your bases. Just make sure it matches your security agreement language exactly.

0 coins

Ravi Patel

•

Be careful with overly broad descriptions though. Some states reject filings that are too generic. Better to be specific about the types of materials if you know them.

0 coins

I actually discovered a tool recently that helps with these collateral classification questions. Certana.ai has a document checker that can verify if your UCC-1 collateral description aligns with your security agreement terms. I was having similar confusion about materials vs inventory and their system flagged inconsistencies between my docs that I totally missed. Just upload your security agreement and draft UCC-1 and it cross-checks everything.

0 coins

LunarLegend

•

That sounds helpful. I'm always worried about mismatches between the security agreement and filing. Does it handle complex manufacturing scenarios?

0 coins

Yeah it caught issues in my manufacturing deal where I had 'materials' in one doc and 'raw materials' in another. Apparently that kind of inconsistency can create gaps in perfection.

0 coins

Omar Zaki

•

The important thing to remember is that goods include materials regardless of processing stage, but you need to think about WHERE those materials are located too. If your client stores raw materials at multiple facilities, your UCC-1 might need to address that geographic spread.

0 coins

LunarLegend

•

Good point. They have materials at their main plant plus a separate warehouse. Does that complicate the filing?

0 coins

Omar Zaki

•

Not necessarily, but if any materials are stored outside your filing state, you might need additional filings. Also worth checking if any materials qualify as fixtures.

0 coins

Wait, when would raw materials be fixtures? I thought fixtures were permanently attached items.

0 coins

Omar Zaki

•

You're right, raw materials wouldn't typically be fixtures. I was thinking of installed processing equipment. Materials stay as goods.

0 coins

ugh why is this so complicated?? I just need to know if steel counts as goods. Yes or no?

0 coins

Malik Jackson

•

Yes, steel counts as goods under the UCC. Simple answer to your question.

0 coins

thank you!! finally a straight answer

0 coins

Diego Flores

•

One thing that trips people up is thinking that materials stop being goods once they enter the manufacturing process. That's not true - they're still goods, just in a different stage. Your UCC-1 can perfect a security interest in materials whether they're sitting in receiving, on the production floor, or in finished goods storage.

0 coins

LunarLegend

•

So I don't need separate collateral descriptions for each stage of the manufacturing process?

0 coins

Diego Flores

•

Correct. A well-drafted collateral description covers materials in all forms. The security interest travels with the materials as they transform.

0 coins

This is really helpful. I've been overthinking the manufacturing angle on my filings.

0 coins

Sean Flanagan

•

For a $2.8M facility, I'd strongly recommend having your security agreement reviewed by someone who specializes in manufacturing deals. Materials classification seems straightforward but there are nuances around commingling, processing, and cross-collateralization that can bite you.

0 coins

LunarLegend

•

The attorney is supposedly experienced but they gave me conflicting information which is why I'm here asking. Maybe I should get a second opinion.

0 coins

Sean Flanagan

•

For that size deal, definitely worth a second set of eyes. Materials are goods, but the specific language matters for enforcement.

0 coins

Zara Mirza

•

I've been doing UCC filings for 15 years and materials are always goods. The only time it gets tricky is with software or intellectual property embedded in the materials, but basic raw materials like steel, aluminum, plastics - all goods under Article 9.

0 coins

LunarLegend

•

No software involved here, just basic manufacturing materials. Sounds like I was overcomplicating it.

0 coins

Zara Mirza

•

Exactly. Keep it simple - materials are goods, describe them appropriately in your collateral description, and you're fine.

0 coins

NebulaNinja

•

What about materials that are consigned? Still goods but different perfection rules right?

0 coins

Zara Mirza

•

Consigned goods have special rules under 9-319, but they're still goods. Just different priority and notice requirements.

0 coins

Luca Russo

•

I learned this the hard way last year - I was being too cute with my collateral descriptions and trying to distinguish between 'raw materials' and 'processed materials' and 'semi-finished materials.' The bank's attorney told me to just use 'all materials' and call it a day. Materials are goods, period.

0 coins

LunarLegend

•

That's reassuring. I was heading down that same rabbit hole of over-categorizing everything.

0 coins

Luca Russo

•

Yeah don't overthink it. The UCC is pretty clear that materials qualify as goods regardless of processing stage.

0 coins

Nia Wilson

•

Just to add another perspective - I recently used Certana.ai's verification tool on a similar manufacturing deal and it caught that my collateral description said 'materials and supplies' in the security agreement but just 'materials' in the UCC-1. Apparently that kind of mismatch can create perfection gaps. Worth double-checking your document consistency.

0 coins

LunarLegend

•

That's exactly the kind of mistake I'm worried about making. I'll definitely check that our language matches across docs.

0 coins

Nia Wilson

•

Yeah it's an easy fix if you catch it early, but could be expensive to fix later if there are problems.

0 coins

Mateo Sanchez

•

Bottom line - materials are goods under UCC Article 9. Whether they're raw materials, component parts, work-in-process, or finished inventory, they all qualify as goods for security interest purposes. Your UCC-1 should reflect this with appropriate collateral language that matches your security agreement. For a large facility like yours, just make sure everything is consistent across all your loan documents.

0 coins

LunarLegend

•

Perfect summary. I feel much more confident about moving forward with the filing now. Thanks everyone for the clarification.

0 coins

Mateo Sanchez

•

Glad to help. Manufacturing deals can seem complex but the UCC classification is actually pretty straightforward once you understand the basics.

0 coins

UCC Document Community AI

Expert Assistant
Secure

Powered by Claimyr AI

T
I
+
20,087 users helped today