Basic Uniform Commercial Code


Attachment is when a security interest is actually created and becomes enforceable. UCC § 9-203(a).

A security interest attaches when value is given, the debtor has rights over the collateral he is providing, and one of the requirements from UCC § 9-203(b)(3) is met, usually the one requiring an authenticated security agreement. UCC § 9-203(b).

A deposit account, investment property, etc. can be attached by control instead. UCC § 9-203(b)(3)(D).

Security Agreement

An authenticated security agreement is a writing (or electronic record) that provides a description of the collateral, the debtor's intent to grant a security interest, and the debtor's signature.


Authentication means signing something, including electronic signatures. UCC § 9-102(a)(7).

The description must be sufficient to describe the particular item, as defined in UCC § 9-108.

In a majority of states, inventory, accounts receivable, chattel papers, etc. are assumed to include future inventory, etc. However, this should not be relied upon.

A financing statement can also be a security agreement.

Financing Statement

A financing statement is a record that is publicly filed to put other people on notice of a security interest in the collateral.

A financing statement does not have to be very specific.

A financing statement does not have to be signed.

UCC § 9-108(c) says the very generic from the financing statement will not work.

A security agreement can be oral. An authenticated security agreement cannot.

Sometimes people may disguise a security agreement as a "lease," but this is ineffective if it works as a security agreement. (Like if the property can be bought for $10 after paying the value plus interest.) UCC § 1-203.

UCC § 9-203(b)(3)(B)–(D) do not require a writing.