bulk-sales-compliance

# Bulk Sales Compliance Documents

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

## Prerequisites

1. **Governing jurisdiction(s)** for seller domicile, asset location, and place of transfer
2. **Asset purchase agreement terms** including closing date, assets included/excluded, assumed liabilities
3. **Seller records**: AP ledger, GL, tax liabilities, leases, secured debt, litigation, warranties, employee obligations
4. **Transaction timeline**: target notice date, statutory waiting period, claims period
5. **Escrow/holdback decision** and proposed escrow agent (if any)
6. **Statutory status confirmation** for bulk sales law in the jurisdiction

## Output Structure / Process

1. **Jurisdictional Analysis Memo**
   
   Use this table and fill with authoritative citations and state-specific rules:
   
   | 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   | Bulk sales law status | In force / Repealed / Modified |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 | Minimum/maximum days before transfer [VERIFY] |
   | Notice delivery methods | Certified mail, personal service, etc. [VERIFY] |
   | Public filings | Required filings/recordings and offices [VERIFY] |
   | Claims period | Duration and start trigger [VERIFY] |
   | Buyer liability | Successor liability scope and defenses [VERIFY] |
   | Exemptions | Asset value thresholds, buyer type, creditor consent [VERIFY] |

2. **Creditor Schedule (Sworn List)**
   
   Produce a creditor list in this format:
   
   | Creditor Legal Name | Mailing Address | Claim Type | Amount | Secured? | Disputed/Contingent? | Source Document |
   | --- | --- | --- | --- | --- | --- | --- |

   Add a short narrative noting any gaps, disputes, or missing documentation.

3. **Notice of Intended Bulk Sale (Template)**
   
   ```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 assets]
   Location of Assets: [Address(es)]
   Date of Intended Transfer: [Date]
   Inspection Location for Creditor List/Property Schedule: [Address], [Hours]

   This notice is given pursuant to [State Statute Citation] [VERIFY].
   Creditors may contact: [Contact Name, Email, Phone]
   ```
   Add any mandatory statutory language required by the jurisdiction.

4. **Seller Affidavit of Compliance (Template)**
   
   ```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 to the best of my knowledge after diligent review.
   3. Notices were/will be delivered to all listed creditors in compliance with [State Statute] [VERIFY].
   4. The transaction is in good faith and not intended to hinder, delay, or defraud creditors.
   5. No preferential payments to insiders or favored creditors have been made in anticipation of this sale.
   6. The purchase price is fair and adequate consideration for the assets transferred.
   7. All material disclosures to Buyer are true and complete.

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

5. **Escrow / Claims Framework**
   
   Provide a short term sheet using this checklist:
   - [ ] Escrow agent identified and qualified
   - [ ] Escrow amount and funding source defined
   - [ ] Claims submission process and deadlines defined
   - [ ] Claim review and dispute procedure defined
   - [ ] Priority rules for payment stated
   - [ ] Release conditions and surplus distribution stated
   - [ ] Reserve for late or disputed claims stated

6. **Closing Checklist**
   
   Use this checklist and mark required items:
   - [ ] 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 in 5-10 lines:
   - Claims period start and end dates
   - Escrow administration steps
   - Record retention period
   - Procedure for late claims
   - Final escrow distribution steps

8. **Client Deliverables**
   
   Provide a deliverables list:
   - Jurisdictional analysis memo with citations
   - Notice of Intended Bulk Sale
   - Creditor schedule
   - Seller affidavit
   - Escrow instructions or agreement
   - Closing checklist
   - Post-closing claims administration memo

## Guidelines

- Confirm whether the jurisdiction has repealed Article 6 before drafting compliance documents.
- Use exact statutory timing and delivery methods; do not infer defaults.
- Require a comprehensive creditor list covering secured, unsecured, contingent, and disputed claims.
- Keep party names, addresses, and asset descriptions identical across all documents.
- Flag any missing statutory citations with `[VERIFY]` and resolve before finalizing.
- If the law is repealed or unclear, document the finding and pivot to successor-liability risk controls.
- Include record-retention instructions and proof-of-notice retention requirements.