The Bulk Sale Escrow Process

The sale of a business is different form the sale of Real Estate because a business is defined as personal property. The Bulk Sale Code contained in the Uniform Commercial Code of California governs the escrow process for businesses.

The Bulk Sale Code requires the publication of a required Notice to Creditors for a mandatory minimum publication period. The close of escrow must take place ON OR AFTER the date specified on the Notice.

The escrow instructions and all necessary documents, including the Notice to Creditors, are all prepared at the beginning of the escrow. These documents must be signed by all parties and delivered into escrow which must include escrow fees and funds for payment of up front expenses for publication and filling fees, etc., BEFORE the Notice to Creditors is recorded or published.

The uniform Commercial Code of California requires that all monies in a bulk sale, including sales price and inventory of stock in trade, must pass through escrow and requires that no funds are released to the seller prior to the close of escrow.

1. The Bulk Sale Escrow Process:
2. Provide terms of the sale and other required information to the escrow officer
3. Escrow Officer prepares escrow instructions and documents for signature
4. Executed escrow Instructions and documents are returned to escrow
5. Publish and file Notice to Creditors and other applicable documents
6. Escrow officer requests releases/clearances from State Agencies
7. Escrow officer requests State and County Lien Searches
8. Clearances and/or Claims received and acknowledged
9. Escrow officer prepares final amendment and requests final deposit of documents and funds
10. Claims period ends
11. If a liquor license is involved, escrow cannot close until the license is transferred by A.B.C. before closing.
12. Escrow closes

This represents a general overview of the Bulk Sale escrow process.

Each business sale is unique