UCC COLLATERAL DESCRIPTION GUIDE

(Uniform Commercial Code Article 9)

PART I: COLLATERAL DESCRIPTION STANDARDS

1.1 TWO DIFFERENT STANDARDS

1.2 SECURITY AGREEMENT REQUIREMENTS (UCC § 9-108)

A description of collateral in a security agreement is sufficient if it reasonably identifies the collateral. A description reasonably identifies collateral if it identifies the collateral by:

☐ Specific Listing - Itemized list of collateral
☐ Category - UCC Article 9 category (e.g., "equipment," "inventory")
☐ Type - Type of collateral defined in the UCC (e.g., "accounts")
☐ Quantity - Quantity of collateral (e.g., "100 widgets")
☐ Formula - Computational or allocational formula
☐ Any Other Method - Any method that objectively identifies the collateral

1.3 FINANCING STATEMENT REQUIREMENTS (UCC § 9-504)

A financing statement sufficiently indicates collateral if it:

☐ Provides a description sufficient under § 9-108; OR
☐ Indicates that the financing statement covers "all assets" or "all personal property"

IMPORTANT: While super-generic descriptions are permitted in financing statements, they are NOT permitted in security agreements (except for limited collateral types per § 9-108(c)).

PART II: UCC ARTICLE 9 COLLATERAL CATEGORIES

2.1 COMPLETE LIST OF COLLATERAL CATEGORIES

Per UCC § 9-102, the following are the defined categories of collateral:

PART III: SAMPLE COLLATERAL DESCRIPTIONS

3.1 SUPER-GENERIC / ALL ASSETS DESCRIPTIONS

For Financing Statements ONLY:

Option A - All Assets:

All assets of the Debtor, whether now owned or hereafter acquired, and all proceeds and products thereof.

Option B - All Personal Property:

All personal property of the Debtor, whether now owned or hereafter acquired, and all proceeds and products thereof.

Option C - All Assets with Categories:

All assets of the Debtor, including but not limited to all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, fixtures, general intangibles, goods, health-care-insurance receivables, instruments, inventory, investment property, letter-of-credit rights, money, and supporting obligations, whether now owned or hereafter acquired, together with all accessions, additions, attachments, improvements, substitutions, replacements, and proceeds thereof.

3.2 ACCOUNTS AND RECEIVABLES

Accounts (General):

All accounts, accounts receivable, and other rights to payment for goods sold, leased, licensed, or assigned, or for services rendered, whether or not earned by performance, now existing or hereafter arising, together with all returned, rejected, or repossessed goods, the sale or lease of which gave rise to such accounts.

Accounts (Detailed):

All accounts, as defined in UCC § 9-102(a)(2), whether now existing or hereafter arising, including but not limited to:
(a) All rights to payment for goods sold, leased, licensed, or to be sold, leased, or licensed;
(b) All rights to payment for services rendered or to be rendered;
(c) All rights to payment arising from credit card receivables;
(d) All rights to payment evidenced by or arising from contracts, purchase orders, invoices, or other documentation;
together with all goods whose sale, lease, or license gave rise to any such account, including returned, rejected, or repossessed goods.

Health-Care-Insurance Receivables:

All health-care-insurance receivables, as defined in UCC § 9-102(a)(46), whether now existing or hereafter arising, including all rights to payment under health-care-insurance policies.

3.3 INVENTORY

Inventory (General):

All inventory, as defined in UCC § 9-102(a)(48), whether now owned or hereafter acquired, including all goods held for sale or lease, all goods to be furnished under contracts of service, all raw materials, work in process, finished goods, and materials used or consumed in Debtor's business.

Inventory (Detailed):

All inventory, whether now owned or hereafter acquired, wherever located, including:
(a) All raw materials, component parts, and supplies;
(b) All work in process;
(c) All finished goods;
(d) All goods held for sale, lease, or to be furnished under contracts of service;
(e) All packaging materials, labels, and containers;
(f) All goods held on consignment;
(g) All returned, rejected, or repossessed inventory;
together with all documents of title representing any of the foregoing.

Specific Inventory:

All inventory consisting of [DESCRIBE SPECIFIC INVENTORY TYPE - e.g., "electronic components," "automotive parts," "medical supplies"], whether now owned or hereafter acquired.

3.4 EQUIPMENT

Equipment (General):

All equipment, as defined in UCC § 9-102(a)(33), whether now owned or hereafter acquired, including all machinery, vehicles, furniture, fixtures, tools, parts, and all attachments, accessories, accessions, replacements, substitutions, additions, and improvements to any of the foregoing.

Equipment (Detailed):

All equipment, whether now owned or hereafter acquired, wherever located, including:
(a) All machinery and mechanical equipment;
(b) All office furniture and equipment;
(c) All computers, servers, and computer equipment;
(d) All manufacturing equipment;
(e) All vehicles and transportation equipment (excluding titled vehicles);
(f) All tools, dies, jigs, and molds;
(g) All spare parts and supplies used in connection with any of the foregoing;
together with all accessions, attachments, accessories, and improvements thereto.

Specific Equipment (with Serial Numbers):

The following specific items of equipment:

Description	Manufacturer	Model	Serial Number
[ITEM]	[MFR]	[MODEL]	[SERIAL NO.]
[ITEM]	[MFR]	[MODEL]	[SERIAL NO.]

together with all accessions, attachments, accessories, and improvements thereto, and all proceeds thereof.

3.5 GENERAL INTANGIBLES

General Intangibles (Comprehensive):

All general intangibles, as defined in UCC § 9-102(a)(42), whether now owned or hereafter acquired, including:
(a) All payment intangibles;
(b) All software and software licenses;
(c) All intellectual property, including patents, patent applications, trademarks, service marks, trade names, copyrights, trade secrets, and licenses thereunder;
(d) All goodwill associated with any of the foregoing;
(e) All customer lists, supplier lists, and marketing materials;
(f) All contract rights;
(g) All tax refunds and tax refund claims;
(h) All insurance claims and proceeds;
(i) All permits, licenses, certifications, and authorizations;
(j) All domain names and URLs;
(k) All claims and causes of action;
together with all proceeds thereof.

Intellectual Property:

All intellectual property, whether now owned or hereafter acquired, including:
(a) All patents and patent applications, together with all reissues, divisions, continuations, renewals, extensions, and continuations-in-part thereof, including those listed on Schedule [__];
(b) All trademarks, service marks, trade names, trade dress, and applications therefor, together with the goodwill associated therewith;
(c) All copyrights and copyright applications;
(d) All trade secrets, know-how, confidential information, and proprietary information;
(e) All licenses to use any of the foregoing;
(f) All claims for infringement of any of the foregoing;
together with all proceeds thereof.

3.6 INVESTMENT PROPERTY

Investment Property (General):

All investment property, as defined in UCC § 9-102(a)(49), whether now owned or hereafter acquired, including:
(a) All certificated and uncertificated securities;
(b) All security entitlements;
(c) All securities accounts;
(d) All commodity contracts;
(e) All commodity accounts;
together with all dividends, distributions, interest, and other payments thereon, and all proceeds thereof.

Specific Securities:

The following securities:

Issuer	Type of Security	Certificate Number	Number of Shares/Units
[ISSUER]	[TYPE]	[CERT. NO.]	[NUMBER]

together with all dividends, distributions, and proceeds thereof.

Securities Account:

All investment property held in the following securities account(s):

Securities Intermediary	Account Number	Account Name
[NAME]	[NUMBER]	[NAME]

together with all financial assets credited thereto, all dividends, distributions, interest, and other payments thereon, and all proceeds thereof.

3.7 DEPOSIT ACCOUNTS

Deposit Accounts:

All deposit accounts, as defined in UCC § 9-102(a)(29), whether now existing or hereafter opened, including all demand, time, savings, passbook, and similar accounts maintained with any bank or financial institution, including the following:

Bank Name	Account Number	Account Type
[BANK]	[NUMBER]	[TYPE]
[BANK]	[NUMBER]	[TYPE]

together with all amounts on deposit therein, all interest accrued thereon, and all proceeds thereof.

NOTE: Secured Party must obtain a Control Agreement with each depository bank to perfect security interest in deposit accounts.

3.8 CHATTEL PAPER AND INSTRUMENTS

Chattel Paper:

All chattel paper, as defined in UCC § 9-102(a)(11), whether tangible or electronic, whether now owned or hereafter acquired, including all conditional sales contracts, equipment leases with security interests, and similar records evidencing both a monetary obligation and a security interest in or lease of specific goods.

Instruments:

All instruments, as defined in UCC § 9-102(a)(47), whether now owned or hereafter acquired, including all promissory notes, drafts, checks, and other negotiable instruments.

Specific Promissory Notes:

The following promissory notes:

Maker	Date	Original Principal	Current Principal
[NAME]	[DATE]	$[AMOUNT]	$[AMOUNT]

together with all accrued interest thereon and all proceeds thereof.

3.9 COMMERCIAL TORT CLAIMS

Commercial Tort Claim (Required Specific Description):

The following commercial tort claim:

Nature of Claim: [DESCRIBE THE CLAIM - e.g., "breach of contract and tortious interference with business relationships"]

Parties: Claim by [DEBTOR NAME] against [DEFENDANT NAME]

Brief Description: [DESCRIBE FACTS GIVING RISE TO CLAIM - e.g., "Claim arising from Defendant's breach of the Supply Agreement dated [DATE] and interference with Debtor's customer relationships, resulting in lost profits"]

Court/Case Number (if filed): [CASE NUMBER]

Estimated Damages: $[AMOUNT]

IMPORTANT: A general description such as "all commercial tort claims" is INEFFECTIVE. Each commercial tort claim must be specifically described.

3.10 DOCUMENTS

Documents of Title:

All documents, as defined in UCC § 9-102(a)(30), whether now owned or hereafter acquired, including all bills of lading, dock warrants, dock receipts, warehouse receipts, and other documents of title, whether negotiable or non-negotiable.

3.11 FIXTURES

Fixtures:

All fixtures, as defined in UCC § 9-102(a)(41), whether now owned or hereafter acquired, including all goods that have become so related to particular real property that an interest in them arises under real property law, located at or to be located at:

Real Property Address: [ADDRESS]

Legal Description: [LEGAL DESCRIPTION OF REAL PROPERTY]

Record Owner: [NAME OF RECORD OWNER IF NOT DEBTOR]

Specific Fixtures:

The following fixtures located at [PROPERTY ADDRESS]:

Description	Location on Property
HVAC system	Building interior
Elevators	Building interior
Built-in shelving	Retail area
[OTHER FIXTURES]	[LOCATION]

3.12 SUPPORTING OBLIGATIONS

Supporting Obligations:

All supporting obligations, as defined in UCC § 9-102(a)(78), whether now existing or hereafter arising, including all letters of credit, guarantees, and other secondary obligations that support the payment or performance of any other Collateral.

3.13 PROCEEDS

Proceeds Clause (Standard):

All proceeds, as defined in UCC § 9-102(a)(64), of all of the foregoing Collateral, including:
(a) Whatever is acquired upon the sale, lease, license, exchange, or other disposition of Collateral;
(b) Whatever is collected on, or distributed on account of, Collateral;
(c) Rights arising out of Collateral;
(d) Claims arising out of the loss, nonconformity, or interference with the use of, defects or infringement of rights in, or damage to, Collateral;
(e) Insurance payable by reason of the loss or nonconformity of, defects or infringement of rights in, or damage to, Collateral.

3.14 AFTER-ACQUIRED PROPERTY CLAUSE

Standard After-Acquired Property Clause:

All of the foregoing Collateral, whether now owned or existing, or hereafter acquired or arising, and wherever located.

Detailed After-Acquired Property Clause:

The security interest granted herein attaches to:
(a) All Collateral presently owned or existing;
(b) All Collateral hereafter acquired or arising;
(c) All additions, improvements, and accessions to any Collateral;
(d) All replacements and substitutions for any Collateral;
immediately upon the Debtor's acquisition of rights therein, without further action by either party.

PART IV: COLLATERAL DESCRIPTIONS BY INDUSTRY

4.1 RETAIL/WHOLESALE BUSINESS

All accounts, inventory, equipment, general intangibles, chattel paper, instruments, deposit accounts, and investment property, whether now owned or hereafter acquired, including:
(a) All inventory held for sale, including merchandise, goods, and supplies;
(b) All accounts receivable arising from the sale of inventory;
(c) All equipment used in operations, including point-of-sale systems, shelving, and fixtures;
(d) All general intangibles, including customer lists, trade names, and goodwill;
together with all proceeds and products thereof.

4.2 MANUFACTURING BUSINESS

All accounts, inventory, equipment, general intangibles, chattel paper, instruments, deposit accounts, and investment property, whether now owned or hereafter acquired, including:
(a) All inventory, including raw materials, work in process, finished goods, and supplies;
(b) All accounts receivable;
(c) All manufacturing equipment, machinery, tools, dies, molds, and fixtures;
(d) All general intangibles, including patents, trademarks, trade secrets, and technical know-how;
together with all proceeds and products thereof.

4.3 PROFESSIONAL SERVICES FIRM

All accounts, equipment, general intangibles, deposit accounts, and investment property, whether now owned or hereafter acquired, including:
(a) All accounts receivable for services rendered;
(b) All work in process and unbilled receivables;
(c) All office equipment, furniture, and computer systems;
(d) All general intangibles, including client lists, software, and goodwill;
together with all proceeds and products thereof.

4.4 HEALTHCARE PROVIDER

All accounts, equipment, general intangibles, health-care-insurance receivables, deposit accounts, and investment property, whether now owned or hereafter acquired, including:
(a) All accounts receivable and health-care-insurance receivables;
(b) All medical equipment and supplies;
(c) All general intangibles, including patient lists, Medicare/Medicaid provider numbers, and licenses;
together with all proceeds and products thereof.

4.5 TECHNOLOGY COMPANY

All accounts, equipment, general intangibles, deposit accounts, and investment property, whether now owned or hereafter acquired, including:
(a) All accounts receivable and contract rights;
(b) All computer equipment, servers, and development tools;
(c) All intellectual property, including patents, copyrights, trade secrets, and source code;
(d) All software, including all versions and updates;
(e) All domain names, URLs, and online properties;
together with all proceeds and products thereof.

4.6 AGRICULTURAL/FARMING OPERATION

All accounts, inventory, farm products, equipment, general intangibles, deposit accounts, and investment property, whether now owned or hereafter acquired, including:
(a) All farm products, including crops, livestock, and supplies;
(b) All inventory of agricultural supplies and products;
(c) All farm equipment and machinery;
(d) All accounts receivable and government program payments;
together with all proceeds and products thereof.

PART V: SPECIAL CONSIDERATIONS

5.1 ELECTRONIC CHATTEL PAPER

All electronic chattel paper, as defined in UCC § 9-102(a)(31), in which Debtor has rights, whether now owned or hereafter acquired, together with all software necessary to access or process such electronic chattel paper.

NOTE: Perfection by control requires a single authoritative copy per UCC § 9-105.

5.2 LETTER-OF-CREDIT RIGHTS

All letter-of-credit rights, as defined in UCC § 9-102(a)(51), whether now existing or hereafter arising, including all rights to payment or performance under any letter of credit.

NOTE: Perfection by control requires consent of the issuer per UCC § 9-107.

5.3 AS-EXTRACTED COLLATERAL (Oil, Gas, Minerals)

All as-extracted collateral, as defined in UCC § 9-102(a)(6), including:
(a) Oil, gas, and other minerals that will be extracted from the real property described below;
(b) Accounts arising out of the sale of such minerals at the wellhead or minehead;

Real Property Description:
[LEGAL DESCRIPTION]

County: [COUNTY]
State: [STATE]

5.4 TIMBER TO BE CUT

All timber to be cut from the real property described below:

Real Property Description:
[LEGAL DESCRIPTION]

County: [COUNTY]
State: [STATE]

Estimated Board Feet: [AMOUNT]
Species: [TIMBER SPECIES]

PART VI: EXCLUDED COLLATERAL

6.1 COMMON EXCLUSIONS

☐ Consumer goods of Debtor
☐ Collateral subject to prior perfected security interest
☐ Intellectual property licensed from third parties (if assignment prohibited)
☐ Collateral subject to certificate of title statute
☐ [OTHER EXCLUSIONS]

6.2 EXCLUSION LANGUAGE

Notwithstanding the foregoing, "Collateral" shall not include:
(a) Any property to the extent a security interest therein is prohibited by applicable law;
(b) Any property to the extent a security interest therein would result in breach of contract (to the extent such prohibition is enforceable under applicable law);
(c) Intent-to-use trademark applications to the extent assignment would impair validity;
(d) [OTHER SPECIFIC EXCLUSIONS].

PART VII: UCC ARTICLE 9 CITATIONS

Collateral Description Provisions

• § 9-102: Definitions (collateral categories)
• § 9-108: Sufficiency of description (security agreement)
• § 9-108(a): "Reasonably identifies" standard
• § 9-108(b): Methods of reasonable identification
• § 9-108(c): Super-generic descriptions for certain collateral
• § 9-108(e): Commercial tort claims - specific description required
• § 9-504: Indication of collateral (financing statement)
• § 9-504(1): Description sufficient under § 9-108
• § 9-504(2): "All assets" or "all personal property" sufficient

Perfection Requirements by Collateral Type

CHECKLIST: COLLATERAL DESCRIPTION

☐ Description "reasonably identifies" collateral for security agreement
☐ Description at least "indicates" collateral for financing statement
☐ Commercial tort claims specifically described (if applicable)
☐ Deposit accounts listed with bank names and account numbers
☐ Investment property described with sufficient specificity
☐ Equipment with serial numbers listed (if specific items)
☐ Real property legally described (for fixtures, as-extracted collateral, timber)
☐ After-acquired property clause included
☐ Proceeds clause included
☐ Future advances clause included (if applicable)
☐ Excluded collateral clearly identified (if applicable)
☐ Legal counsel review completed

This guide provides standardized collateral descriptions for UCC filings and security agreements. Verify all descriptions and perfection requirements with legal counsel before use.