Specialized Escrow
Bulk-Sale Escrow
UCC-compliant escrow for the sale of a business's assets.
Overview
A bulk sale is what California law calls it when a business sells a substantial part of its inventory or equipment outside its normal course of operations, which is exactly what happens when someone sells the business itself. Because a buyer in that situation could otherwise end up on the hook for debts the seller never disclosed, California follows the Uniform Commercial Code's bulk sale provisions, which require formal notice to the seller's creditors before the sale can legally close.
That notice period is the part of a bulk sale escrow that looks unfamiliar if you've only handled property transactions before. Once the agreement is signed, escrow prepares and records the required notice, and then a statutory waiting period runs during which creditors have the chance to come forward with a claim against the sale proceeds. Only after that window closes, and any valid claims are addressed, does the remaining balance disburse to the seller.
Skipping or rushing this process isn't really an option since the notice requirement exists specifically to protect the buyer. We handle the filing and timeline so the transaction stays compliant, and we keep both sides updated on where things stand instead of leaving them to guess whether the waiting period has actually run its course.
How It Works
- 1
Escrow opens once the bulk sale agreement is signed.
- 2
Escrow prepares and publishes/records the required notice to creditors per California bulk sale law.
- 3
A statutory waiting period runs, during which creditors may file claims.
- 4
Escrow coordinates payment of any valid claims from the sale proceeds, per the agreement and applicable law.
- 5
Remaining funds disburse to the seller and escrow closes.
Frequently Asked Questions
Why is a bulk sale notice required?
California's bulk sale law requires notice to the seller's creditors so a buyer isn't unknowingly exposed to the seller's existing business debts.
How long does the notice period take?
The statutory waiting period is set by California law; your escrow officer can confirm current timing requirements when escrow opens.
What happens if a creditor files a claim?
Valid claims are typically addressed from the sale proceeds per the bulk sale process and the terms of your agreement. Your escrow officer will walk you through this if it applies.
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