UCC Filings for GPU Servers
A lender perfects its lien on GPU servers by filing a UCC-1 financing statement with the secretary of state where the borrower is organized, naming the borrower exactly as its charter does, and describing the collateral. [1]Uniform Commercial Code Section 9-310: when filing is required to perfect a security interesthttps://www.law.cornell.edu/ucc/9/9-310 [2]Uniform Commercial Code Section 9-503: name of debtor and secured partyhttps://www.law.cornell.edu/ucc/9/9-503 For GPUs, the useful description is a schedule of every server and GPU serial number.
Filing is cheap and fast. Most of the risk sits in four details: the wrong state, the wrong name, a competing lien filed first, and a filing that lapses after five years.
Where to file a UCC-1 for GPU servers
You file where the borrower is located, which is rarely where the GPUs sit. Article 9 points perfection of a non-possessory lien to the law of the debtor's location. [3]Uniform Commercial Code Section 9-301: law governing perfection and priorityhttps://www.law.cornell.edu/ucc/9/9-301 A registered organization, such as an LLC or corporation, is located in the state that formed it. [4]Uniform Commercial Code Section 9-307: location of debtorhttps://www.law.cornell.edu/ucc/9/9-307
A Delaware SPV with servers in a Texas colocation facility gets a Delaware filing. A Texas filing does nothing for perfection.
| Borrower | Where it is located | Where you file |
|---|---|---|
| U.S. LLC or corporation | State of formation | That state's secretary of state |
| General partnership or individual | Chief executive office, or residence for an individual | That state |
| Foreign company | Its chief executive office, if that country has a public lien filing system; otherwise Washington, D.C. | The home registry or the D.C. Recorder of Deeds |
| Equipment that is a fixture | Where the real estate is | A fixture filing in the county land records |
Servers bolted into racks are goods, and the debtor's state governs them. Plumbed liquid-cooling equipment, such as coolant distribution units tied into the building's water loop, is the gray zone. Fixture priority runs through the county real estate records. [5]Uniform Commercial Code Section 9-334: priority of security interests in fixtureshttps://www.law.cornell.edu/ucc/9/9-334 Lenders financing a liquid-cooled build often add a fixture filing in the county where the site sits.
How to describe GPU collateral
The UCC-1 and the security agreement follow different rules. The security agreement must reasonably identify the collateral, and "all the debtor's assets" does not count. [6]Uniform Commercial Code Section 9-108: sufficiency of descriptionhttps://www.law.cornell.edu/ucc/9/9-108 The UCC-1 may say "all assets." [7]Uniform Commercial Code Section 9-504: indication of collateral in a financing statementhttps://www.law.cornell.edu/ucc/9/9-504
A blanket UCC-1 perfects broadly. It does not tell anyone which servers in a colocation hall belong to which lender, and that question decides who walks out with the hardware.
What a serial-number schedule contains
An 8-GPU server has at least nine serial numbers that matter: the chassis and the eight GPUs. NVIDIA exposes each GPU's serial number, board part number and unique ID through its nvidia-smi tool. [8]NVIDIA, "nvidia-smi documentation": serial number, board part number and UUID fieldshttps://docs.nvidia.com/deploy/nvidia-smi/index.html A lender can read them remotely and match them to the schedule every quarter.
- Server line: OEM, model, chassis serial, site address, rack and unit position.
- GPU lines: GPU model and serial for each of the eight GPUs, or the baseboard serial for an HGX board.
- Network and storage: InfiniBand or Ethernet switches by serial, plus transceivers and drives by category.
- Catch-all: replacements, substitutions, accessions, software licenses where assignable, and proceeds, including insurance proceeds.
The catch-all matters for GPUs. A failed GPU swapped under warranty carries a new serial number, and the replacement is still the lender's collateral only if the description reaches it.
| Description style | Perfects | Identifies servers on the floor | Survives GPU swaps |
|---|---|---|---|
| "All assets" | Yes, on the UCC-1 | No | Yes |
| Equipment under agreement no. X | Yes | Only with the agreement in hand | If the agreement covers replacements |
| Serial-number schedule only | Yes | Yes | No, without a catch-all |
| Schedule plus catch-all | Yes | Yes | Yes |
Who wins when two creditors claim the GPUs
Between two Article 9 lenders, the first to file or perfect wins. [9]Uniform Commercial Code Section 9-322: priorities among conflicting security interestshttps://www.law.cornell.edu/ucc/9/9-322 A blanket lien filed by a venture lender two years ago outranks the equipment lender who funded the GPUs last week, unless the new lender has a purchase-money security interest (PMSI).
Purchase-money priority
A PMSI is a lien that secures the money used to buy the collateral itself. It beats an earlier blanket lien on the same equipment if it is perfected when the borrower receives the servers or within 20 days after. [10]Uniform Commercial Code Section 9-324: priority of purchase-money security interestshttps://www.law.cornell.edu/ucc/9/9-324
The clock starts at delivery to the borrower, which for GPUs is often a shipment to a colocation dock. Lenders paying the OEM directly file before funding and keep the delivery receipts.
Leases and precautionary filings
A lessor under a true lease owns the servers and does not strictly need to file. But a lease the lessee cannot terminate that runs for the equipment's remaining economic life, or ends with a nominal purchase option, is a security interest. [11]Uniform Commercial Code Section 1-203: lease distinguished from security interesthttps://www.law.cornell.edu/ucc/1/1-203 A three-year GPU lease with a $1 buyout fits that test.
So lessors file a precautionary UCC-1, which Article 9 permits without conceding that the lease is a loan. [12]Uniform Commercial Code Section 9-505: filing for leases and consignments (precautionary filings)https://www.law.cornell.edu/ucc/9/9-505 A recharacterized lease with no filing is an unperfected lien.
The colocation provider and the landlord
Some colocation agreements grant the provider a lien on all customer equipment in the facility, and landlord liens sit outside Article 9 entirely. [13]Uniform Commercial Code Section 9-109: scope, excluding landlord lienshttps://www.law.cornell.edu/ucc/9/9-109 Texas gives a nonresidential building landlord a statutory lien on tenant property for rent due and for 12 months of rent to come, and no UCC search shows it. [14]Texas Property Code Section 54.021: building landlord's lienhttps://statutes.capitol.texas.gov/Docs/PR/htm/PR.54.htm Lenders clear both with a lien waiver from the provider and the landlord, usually inside the access agreement covered in colocation step-in rights for GPU lenders.
What a lien search shows
A lien search runs against the debtor's exact legal name in its state of formation. A filing under a wrong name still counts only if a search under the correct name, using the filing office's standard search logic, would turn it up. [15]Uniform Commercial Code Section 9-506: effect of errors or omissions, including the search-logic test for debtor nameshttps://www.law.cornell.edu/ucc/9/9-506 Lenders pull the certified charter for the name and search every prior name, and any parent or affiliate that held the GPUs before the SPV.
The search shows who filed. It rarely shows which servers each filing covers. In the public UCC records we reviewed for GPU cloud and hosting operators, a few hundred filings, fewer than one in five listed serial numbers, and only a handful named an NVIDIA GPU model. [16]American Compute review of the collateral text on public UCC-1 filings naming GPU cloud and hosting operators as debtor (October 2026) Most relied on an agreement or schedule number, lease language, or blanket wording such as "all equipment."
A search after filing confirms the new UCC-1 indexes under the debtor's exact name.
How a perfected lien gets lost
A good filing decays without maintenance. Five events unperfect a GPU lien, and four of them have a deadline.
| Event | Deadline to fix | Rule |
|---|---|---|
| Five years pass | File a continuation in the six months before lapse | UCC 9-515 [17]Uniform Commercial Code Section 9-515: duration and effectiveness of financing statementhttps://www.law.cornell.edu/ucc/9/9-515 |
| Borrower changes its name | Amend within four months, or new GPUs fall outside | UCC 9-507(c) [18]Uniform Commercial Code Section 9-507: effect of changes, including debtor name changeshttps://www.law.cornell.edu/ucc/9/9-507 |
| Borrower reincorporates in another state | File in the new state within four months | UCC 9-316(a) [19]Uniform Commercial Code Section 9-316: effect of change in governing lawhttps://www.law.cornell.edu/ucc/9/9-316 |
| GPUs move to an affiliate in another state | File against the new owner within one year | UCC 9-316(a) |
| Someone files a termination by mistake | None: the lien is gone | Motors Liquidation, 2015 [20]Official Committee of Unsecured Creditors of Motors Liquidation Co. v. JPMorgan Chase Bank, 777 F.3d 100 (2d Cir. January 21, 2015)https://www.courtlistener.com/opinion/8442089/motors-liquidation-co-v-jp-morgan-chase-bank-na/ |
In 2008, while unwinding a smaller synthetic lease for General Motors, lawyers filed a termination statement that also released the UCC-1 on a $1.5 billion term loan. In January 2015 the Second Circuit held the termination effective because the lender had approved the filing. The lenders lost perfection under their main filing in GM's bankruptcy. [20]Official Committee of Unsecured Creditors of Motors Liquidation Co. v. JPMorgan Chase Bank, 777 F.3d 100 (2d Cir. January 21, 2015)https://www.courtlistener.com/opinion/8442089/motors-liquidation-co-v-jp-morgan-chase-bank-na/
Why timing matters in bankruptcy
An unperfected lien fails in bankruptcy. The trustee takes the position of a creditor with a perfected lien on the petition date and can void an unperfected security interest. [21]11 U.S. Code Section 544: trustee as lien creditor (the strong-arm power)https://www.law.cornell.edu/uscode/text/11/544
Late filing creates a second risk. If the lender perfects more than 30 days after the loan funds, the lien counts as granted on the filing date, and a bankruptcy within the next 90 days can claw it back as a preference. [22]11 U.S. Code Section 547: preferences, including the 30-day perfection rule in 547(e)https://www.law.cornell.edu/uscode/text/11/547 Lenders file before funding for this reason. What happens to a perfected lender after the filing is in what happens to GPUs when a neocloud goes bankrupt.
References
- Uniform Commercial Code Section 9-310: when filing is required to perfect a security interest
- Uniform Commercial Code Section 9-503: name of debtor and secured party
- Uniform Commercial Code Section 9-301: law governing perfection and priority
- Uniform Commercial Code Section 9-307: location of debtor
- Uniform Commercial Code Section 9-334: priority of security interests in fixtures
- Uniform Commercial Code Section 9-108: sufficiency of description
- Uniform Commercial Code Section 9-504: indication of collateral in a financing statement
- NVIDIA, "nvidia-smi documentation": serial number, board part number and UUID fields
- Uniform Commercial Code Section 9-322: priorities among conflicting security interests
- Uniform Commercial Code Section 9-324: priority of purchase-money security interests
- Uniform Commercial Code Section 1-203: lease distinguished from security interest
- Uniform Commercial Code Section 9-505: filing for leases and consignments (precautionary filings)
- Uniform Commercial Code Section 9-109: scope, excluding landlord liens
- Texas Property Code Section 54.021: building landlord's lien
- Uniform Commercial Code Section 9-506: effect of errors or omissions, including the search-logic test for debtor names
- American Compute review of the collateral text on public UCC-1 filings naming GPU cloud and hosting operators as debtor (October 2026)
- Uniform Commercial Code Section 9-515: duration and effectiveness of financing statement
- Uniform Commercial Code Section 9-507: effect of changes, including debtor name changes
- Uniform Commercial Code Section 9-316: effect of change in governing law
- Official Committee of Unsecured Creditors of Motors Liquidation Co. v. JPMorgan Chase Bank, 777 F.3d 100 (2d Cir. January 21, 2015)
- 11 U.S. Code Section 544: trustee as lien creditor (the strong-arm power)
- 11 U.S. Code Section 547: preferences, including the 30-day perfection rule in 547(e)
Frequently Asked Questions
Where do you file a UCC-1 on GPU servers?
With the secretary of state where the borrower is organized, not where the servers sit. A Delaware LLC is located in Delaware for Article 9 purposes (UCC 9-307), so a Delaware SPV with GPUs in a Texas colocation facility needs a Delaware filing. Plumbed liquid-cooling equipment that may be a fixture can also need a fixture filing in the county land records where the site is.
Do GPU serial numbers need to be on the UCC-1?
No. The financing statement may describe the collateral as all assets (UCC 9-504), and the security agreement needs only a description that reasonably identifies it (UCC 9-108). Serial numbers matter in practice: they show which servers in a shared colocation hall belong to which lender, and they let the lender reconcile the collateral remotely. Add a catch-all for replacements so warranty-swapped GPUs stay covered.
Can a new GPU lender get ahead of an existing blanket lien?
Yes, with a purchase-money security interest. A lien that secures the money used to buy the servers has priority over an earlier blanket lien on the same equipment if it is perfected when the borrower receives the servers or within 20 days after (UCC 9-324(a)). Otherwise the first lender to file or perfect wins (UCC 9-322).
How long does a UCC-1 filing last?
Five years from filing (UCC 9-515). A continuation statement filed in the six months before lapse extends it for another five years. A lapsed filing leaves the lien unperfected.
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