bulk-sales-compliance

# Bulk Sales Compliance

Draft a jurisdiction-accurate bulk sales compliance package that protects creditors and reduces successor liability risk.

## Quick Start

Gather before drafting:

1. **Jurisdiction(s)** — seller domicile, asset location, place of transfer
2. **Asset purchase agreement** — closing date, included/excluded assets, assumed liabilities
3. **Seller records** — AP/GL, tax liabilities, leases, secured debt, litigation, employee obligations
4. **Timeline** — target notice date, statutory waiting period, claims period
5. **Escrow decision** — holdback amount, proposed escrow agent
6. **Statutory status** — whether jurisdiction has repealed/modified Article 6

## Workflow

### 1. Jurisdictional Analysis Memo

Complete this table with authoritative citations:

| Item | Requirement |
| --- | --- |
| Bulk sales law status | In force / Repealed / Modified |
| Governing statute | State code citation [VERIFY] |
| UCC Article 6 version | Original / Revised 1989 / Other [VERIFY] |
| Covered transactions | Thresholds, asset types, ordinary-course exclusions |
| Notice timing | Min/max days before transfer [VERIFY] |
| Notice delivery methods | Certified mail, personal service, etc. [VERIFY] |
| Public filings | Required filings and offices [VERIFY] |
| Claims period | Duration and start trigger [VERIFY] |
| Buyer liability | Successor liability scope and defenses [VERIFY] |
| Exemptions | Value thresholds, buyer type, creditor consent [VERIFY] |

### 2. Creditor Schedule (Sworn List)

| Creditor Legal Name | Mailing Address | Claim Type | Amount | Secured? | Disputed/Contingent? | Source Document |
| --- | --- | --- | --- | --- | --- | --- |

Include narrative noting gaps, disputes, or missing documentation.

### 3. Notice of Intended Bulk Sale

```text
NOTICE OF INTENDED BULK SALE

Transferor (Seller): [Legal Name], [Entity Type], [Address]
Transferee (Buyer): [Legal Name], [Entity Type], [Address]
Description of Assets: [Inventory, equipment, fixtures, other]
Location of Assets: [Address(es)]
Date of Intended Transfer: [Date]
Creditor List Inspection: [Address], [Hours]

This notice is given pursuant to [State Statute Citation] [VERIFY].
Contact: [Name, Email, Phone]
```

Add any mandatory statutory language required by the jurisdiction.

### 4. Seller Affidavit of Compliance

```text
AFFIDAVIT OF BULK SALE COMPLIANCE

I, [Name/Title], being duly sworn, state:
1. I am authorized to make this affidavit for [Seller].
2. The attached creditor list is complete and accurate after diligent review.
3. Notices were/will be delivered per [State Statute] [VERIFY].
4. The transaction is in good faith, not intended to hinder, delay, or defraud creditors.
5. No preferential payments to insiders have been made in anticipation of this sale.
6. The purchase price is fair and adequate consideration.
7. All material disclosures to Buyer are true and complete.

Sworn and subscribed before me on [Date].
Notary: ____________________
```

### 5. Escrow / Claims Framework

Draft a term sheet covering:

- [ ] Escrow agent identified and qualified
- [ ] Escrow amount and funding source
- [ ] Claims submission process and deadlines
- [ ] Claim review and dispute procedure
- [ ] Priority rules for payment
- [ ] Release conditions and surplus distribution
- [ ] Reserve for late or disputed claims

### 6. Closing Checklist

- [ ] Statutory notice delivered to all creditors
- [ ] Proof of delivery retained
- [ ] Statutory waiting period elapsed
- [ ] Creditor schedule delivered to Buyer
- [ ] Seller affidavit executed and notarized
- [ ] Escrow funded (if required)
- [ ] Purchase price disbursed per closing statement
- [ ] Bills of sale and assignments executed
- [ ] Asset possession transferred
- [ ] Closing statement finalized

### 7. Post-Closing Administration

Summarize:
- Claims period start/end dates
- Escrow administration steps
- Record retention period and requirements
- Late claims procedure
- Final escrow distribution steps

## Pitfalls

- **Repealed jurisdictions**: Confirm Article 6 status before drafting. If repealed, pivot to successor-liability risk controls.
- **Statutory specifics**: Use exact timing and delivery methods from the statute — never infer defaults.
- **Creditor completeness**: List must cover secured, unsecured, contingent, and disputed claims.
- **Cross-document consistency**: Party names, addresses, and asset descriptions must be identical across all documents.
- **Unverified citations**: Flag with `[VERIFY]` and resolve before finalizing.
- **Record retention**: Include proof-of-notice retention requirements in post-closing memo.