Introduction
The world of UCC filings comes with its own specialized vocabulary. Whether you're reviewing a loan agreement, conducting a lien search before a business acquisition, or filing your first UCC-1, this glossary provides clear, plain-English definitions of every key term you're likely to encounter.
Terms are listed alphabetically. Where a term connects to a deeper topic, we've linked to our full guide for additional reading.
| Term | Definition |
|---|---|
| After-Acquired Property | Collateral that a debtor obtains after a security agreement is signed. An after-acquired property clause in the security agreement extends the security interest to cover these future assets automatically. |
| Attachment | The process by which a security interest becomes enforceable between the secured party and the debtor. Three conditions must be met: value given, debtor has rights in the collateral, and the debtor authenticates a security agreement. |
| Authenticate | Under Article 9, to sign or execute with the present intent to adopt or accept a record. Encompasses both wet signatures and electronic authentication. |
| Blanket Lien | A security interest covering all of a debtor's personal property assets, typically described as "all assets" or "all personal property, now owned or hereafter acquired." Common in commercial lending and SBA loans. |
| Certificate of Title | A state-issued document that identifies ownership of certain assets (motor vehicles, boats, aircraft). Security interests in these assets are perfected by noting the lien on the certificate of title, not by UCC filing. |
| Chattel Paper | A record (or records) that evidence both a monetary obligation and a security interest in specific goods. Retail installment sale contracts are the classic example. Can be tangible or electronic. |
| Collateral | The property in which a secured party holds a security interest. Serves as the lender's backstop in the event of default. Defined and categorized in UCC Article 9. |
| Consumer Goods | Goods used or bought primarily for personal, family, or household purposes. PMSIs in consumer goods are automatically perfected upon attachment without any filing requirement. |
| Continuation | A UCC-3 filing that extends the effectiveness of a UCC-1 Financing Statement for an additional five years. Must be filed within the six-month window before the original five-year lapse date. |
| Control | A method of perfecting a security interest in certain types of collateral (deposit accounts, investment property, electronic chattel paper, letter-of-credit rights) by obtaining legal dominion over the account or asset. |
| Debtor | The person or entity that owes the obligation secured by the collateral, or that has granted a security interest in their property. May or may not be the borrower — a guarantor who pledges their own assets is a debtor under Article 9. |
| Deposit Account | A demand, time, savings, passbook, or similar account maintained with a bank. Can only serve as collateral in non-consumer transactions. Perfected exclusively by control, not by filing. |
| Equipment | Goods used in a business that are not inventory, farm products, or consumer goods. The residual goods category. Examples include machinery, vehicles, computers, and office furniture used commercially. |
| Farm Products | Crops, livestock, supplies used in farming, and unmanufactured products of crops or livestock, held by a debtor engaged in farming operations. |
| Financing Statement | The public record document filed with the Secretary of State to perfect a security interest. The UCC-1 is the standard financing statement form. Also called a UCC-1 or UCC filing. |
| Fixture | Goods that have become so attached to real property that they are treated as part of the real estate by property law, but remain personal property for UCC purposes. Perfected by a "fixture filing" at the local real property records office. |
| Fixture Filing | A UCC-1 (or UCC-3) filing made in the real property records of the county or jurisdiction where the real estate is located, used to perfect a security interest in fixtures. |
| General Intangibles | The catch-all category for intangible property not covered by other Article 9 definitions. Includes intellectual property rights, software licenses, goodwill, contract rights, and payment intangibles. |
| Instrument | A negotiable instrument (promissory note, check, draft) or certificated security, other than chattel paper. Typically perfected by the secured party taking physical possession. |
| Inventory | Goods held for sale or lease, or to be furnished under a service contract, or raw materials or work-in-progress used in a business. Revolving credit lines are often secured by inventory. |
| Lapse | The expiration of a UCC-1 Financing Statement. Standard filings lapse five years from the filing date unless a continuation is filed within the six-month window before the lapse date. |
| Lapse Date | The date on which a UCC-1 Financing Statement expires. Typically five years from the original filing date. Shown on search results and filing acknowledgments. |
| Perfection | The process of making a security interest enforceable against third parties, including other creditors and a bankruptcy trustee. Most commonly achieved by filing a UCC-1. Also achieved by possession, control, or automatically for certain collateral types. |
| PMSI (Purchase Money Security Interest) | A security interest taken by a seller or lender that finances the debtor's acquisition of specific collateral. PMSIs receive "super-priority" over earlier blanket liens in the same collateral if filing and notification requirements are met. |
| Priority | The relative ranking of competing security interests or liens in the same collateral. The general rule is "first to file or perfect" — the earliest filer has the highest priority. PMSI super-priority is the most significant exception. |
| Proceeds | Whatever is received upon sale, exchange, collection, or other disposition of collateral. A security interest automatically attaches to identifiable proceeds. |
| Secured Party | The lender, creditor, or other party in whose favor a security interest is created. The entity that files the UCC-1 and holds the right to proceed against the collateral upon default. |
| Security Agreement | The private contract between the debtor and secured party that creates the security interest. Must be authenticated by the debtor and must contain a description of the collateral. Distinct from the public UCC-1 filing. |
| Security Interest | A property right in collateral that secures payment or performance of an obligation. Created by the security agreement, it gives the secured party the right to take the collateral if the debtor defaults. |
| Standard Search Logic (SSL) | The name search algorithm used by a Secretary of State when processing a certified UCC search request. SSL rules vary by state but are designed to find financing statements despite minor name variations. Only a certified search using SSL provides legal protection. |
| Subordination | An agreement by which a creditor agrees that its security interest will rank below (be subordinate to) another creditor's interest. Documented by a subordination agreement or an intercreditor agreement. |
| Termination | A UCC-3 filing that cancels an existing UCC-1 Financing Statement. Filed when the secured obligation is paid in full or otherwise extinguished. Required within 20 days of the debtor's demand in most states. |
| UCC-1 (Financing Statement) | The standard form used to create a public record of a security interest. Filed with the Secretary of State. Effective for five years from the filing date. |
| UCC-3 (Amendment) | The standard form used to modify an existing UCC-1. Used for terminations, continuations, assignments, and collateral or party name amendments. |