Glossary · legal

General intangibles

Also called payment intangibles, intangible collateral.

The UCC's catch-all collateral category for business property that is neither goods nor accounts — goodwill, contract rights, licences, software, tax refunds, and the residual value in almost anything you own that you cannot physically hold.

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What it means

Article 9 of the Uniform Commercial Code sorts collateral into buckets: goods, accounts, inventory, equipment, instruments, deposit accounts, and so on. General intangibles is the bucket for everything left over. It is deliberately wide.

What lands in it: goodwill, going-concern value, customer lists, intellectual property and licences to use somebody else's, franchise rights, contract rights that are not accounts, permits where they are transferable, tax refunds, claims against third parties, and payment intangibles such as amounts owed to you that are not evidenced by an invoice.

Why the phrase appears on your UCC-1

A blanket filing recites a list of collateral categories, and general intangibles is always on it, because leaving it off would let a debtor argue that the most valuable thing in the business — its customer relationships and its brand — was never pledged. Owners scan that list, recognise "equipment" and "inventory", and skip past the phrase that actually sweeps up everything else.

The practical consequence shows up at exit. A buyer's counsel searching liens finds a security interest covering general intangibles and treats the goodwill of the business as encumbered, which it is. That has to be cleared with a payoff and a UCC-3 termination before a sale closes.

Where this one catches people

The collateral description on a UCC-1 reads like boilerplate and is not. "All assets of the debtor, including without limitation accounts, inventory, equipment and general intangibles" is not a formality — it is the operative grant, and general intangibles is the clause that reaches your goodwill, your customer list, and your contracts. Merchants who believe an advance against receivables only touches receivables have not read the collateral description.

Where you will meet this term

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General intangibles — common questions

What does general intangibles mean?

The UCC's catch-all collateral category for business property that is neither goods nor accounts — goodwill, contract rights, licences, software, tax refunds, and the residual value in almost anything you own that you cannot physically hold.

Where does general intangibles catch people out?

The collateral description on a UCC-1 reads like boilerplate and is not. "All assets of the debtor, including without limitation accounts, inventory, equipment and general intangibles" is not a formality — it is the operative grant, and general intangibles is the clause that reaches your goodwill, your customer list, and your contracts. Merchants who believe an advance against receivables only touches receivables have not read the collateral description.

Is general intangibles the same as an interest rate?

General intangibles is defined above; if you are comparing it against a rate, check whether the two measures share a time dimension before you put them side by side.

Which products does general intangibles apply to?

Merchant Cash Advance, Working Capital, Invoice Financing, Asset-Based Lending.

Is there a worked example of general intangibles?

Not on this entry. Where a term is arithmetic, the arithmetic is shown; this one is not primarily a calculation.

What else should I read alongside general intangibles?

Blanket lien, Collateral, Lien, Lien position, UCC termination.

Has this definition been checked?

Not yet. This entry is drafted and live, and the notice at the top says so. Confirm anything you are about to act on.

Is this legal advice?

No. It is a definition. What a clause does in your contract, in your state, is a question for a lawyer licensed where you are.

Can I suggest a term?

Yes — [email protected]. The glossary grows from what people are actually shown in contracts.