Attachment, perfection and priority are three different things, and lenders lose on the second.
Esshaki Legal Media TeamCurrent as of May 2025
A security interest gives a lender rights in collateral. Whether those rights
defeat competing claimants depends on steps that are technical and unforgiving.
Attachment makes the interest enforceable against the debtor: value given, the
debtor has rights in the collateral, and either the debtor has authenticated a
security agreement describing it or the secured party has possession or control.
Perfection makes it effective against third parties. The usual method is
filing a financing statement in the correct office, which for most debtors is
the state of the debtor’s location — the state of organization for registered
entities.
Description. A security agreement must reasonably identify the collateral; a
financing statement may indicate all assets. Using an all-assets description in
a security agreement is insufficient.
Debtor name. The financing statement must give the name on the debtor’s
public organic record, exactly. A minor variance that a search under the correct
name would not disclose renders the filing seriously misleading and ineffective.
Control and possession are required or preferable for deposit accounts,
investment property, letter-of-credit rights and instruments.
Continuation. Filings lapse after five years unless continued within the six
months before lapse. A lapsed filing is treated as never having been perfected
as against purchasers for value, which can reverse priority retroactively.