Business / Bulk Sale

Like commercial property sales, unique pitfalls exist, in a Business Sale Escrow/Bulk Sale Escrow that an experienced escrow officer is prepared to resolve. The interest of both buyer and seller is protected when facilitating the sale of a business through escrow. Some issues that are addressed in each transaction are:

Lien Clearances:

  • Uniform Commercial Code search for tax liens/judgments
  • State Board of Equalization Certificate of Payment
  • Employment Development Department Certificate of Clearance
  • Franchise Tax Board Clearance

Vendor's claims:

  • Claims can be filed in escrow through the 12th business day of publication notice of sale on a regular bulk sale transaction.
  • Claims can be filed until the actual date of approval of ABC license transfer on any ABC regulated escrows.

Closing dates can vary depending on the type of business being sold. An escrow can never close earlier than the date listed on the published Notice to Creditors.

  • On a regular bulk sale escrow, the minimum closing date is approximately 30 days. (NOTE: Escrow Holder may not receive all releases in order to disburse seller's proceeds within this time frame).
  • On a bulk sale escrow involving a transfer of liquor license, the minimum closing date is approximately 45-60 days. Actual close of escrow is determined by the Escrow Holder's receipt of Form 226 with authority to close from ABC.