(a) Except as otherwise provided in subdivision (c), this division applies to a bulk sale if both of the following are satisfied:
(1) The seller’s principal business is the sale of inventory from stock, including those who manufacture what they sell, or that of a restaurant owner.
(2) On the date of the bulk-sale agreement the seller is located in this state or, if the seller is located in a jurisdiction that is not a part of the United States, the seller’s major executive office in the United States is in this state.
(b) A seller is deemed to be located at its place of business. If a seller has more than one place of business, the seller is deemed located at its chief executive office.
(c) This division does not apply to any of the following:
(1) A transfer made to secure payment or performance of an obligation.
(2) A transfer of collateral to a secured party pursuant to Section 9609.
(3) A disposition of collateral pursuant to Section 9610.
(4) Retention of collateral pursuant to Section 9620.
(5) A sale of an asset encumbered by a security interest or lien if (i) all the proceeds of the sale are applied in partial or total satisfaction of the debt secured by the security interest or lien or (ii) the security interest or lien is enforceable against the asset after it has been sold to the buyer and the net contract price is zero.
(6) A general assignment for the benefit of creditors or to a subsequent transfer by the assignee.
(7) A sale by an executor, administrator, receiver, trustee in bankruptcy, debtor in possession, or any public officer under judicial process.
(8) A sale made in the course of judicial or administrative proceedings for the dissolution or reorganization of an organization.
(9) A sale to a buyer whose principal place of business is in the United States and who satisfies each of the following:
(i) Not earlier than 21 days before the date of the bulk sale, (A) obtains from the seller a verified and dated list of claimants of whom the seller has notice three days before the seller sends or delivers the list to the buyer or (B) conducts a reasonable inquiry to discover the claimants.
(ii) Assumes in full the debts owed to claimants of whom the buyer has knowledge on the date the buyer receives the list of claimants from the seller or on the date the buyer completes the reasonable inquiry, as the case may be.
(iii) Is not insolvent after the assumption.
(iv) Records and publishes notice of the assumption not later than 30 days after the date of the bulk sale in the manner provided in Section 6105.
(10) A sale to a buyer whose principal place of business is in the United States and who satisfies each of the following:
(i) Assumes in full the debts that were incurred in the seller’s business before the date of the bulk sale.
(ii) Is not insolvent after the assumption.
(iii) Records and publishes notice of the assumption not later than 30 days after the date of the bulk sale in the manner provided by Section 6105.
(11) A sale to a new organization that is organized to take over and continue the business of the seller and that has its principal place of business in the United States if each of the following conditions are satisfied:
(i) The buyer assumes in full the debts that were incurred in the seller’s business before the date of the bulk sale.
(ii) The seller receives nothing from the sale except an interest in the new organization that is subordinate to the claims against the organization arising from the assumption.
(iii) The buyer records and publishes notice of the assumption not later than 30 days after the date of the bulk sale in the manner provided in Section 6105.
(12) A sale of assets having either of the following:
(i) A value, net of liens and security interests, of less than ten thousand dollars ($10,000). If a debt is secured by assets and other property of the seller, the net value of the assets is determined by subtracting from their value an amount equal to the product of the debt multiplied by a fraction, the numerator of which is the value of the assets on the date of the bulk sale and the denominator of which is the value of all property securing the debt on the date of the bulk sale.
(ii) A value of more than five million dollars ($5,000,000) on the date of the bulk-sale agreement.
(13) A sale required by, and made pursuant to, statute.
(14) A transfer of personal property, if the personal property is leased back to the transferor immediately following the transfer and either there has been compliance with subdivision (h) of Section 3440.1 of the Civil Code or the transfer is exempt under subdivision (k) of Section 3440.1 of the Civil Code.
(15) A transfer which is subject to and complies with Article 5 (commencing with Section 24070) of Chapter 6 of Division 9 of the Business and Professions Code, if the transferee records and publishes notice of the transfer at least 12 business days before the transfer is to be consummated in the manner provided in Section 6105 and the notice contains the information set forth in paragraphs (1) to (4) inclusive, of subdivision (a) of Section 6105.
(16) A transfer of goods in a warehouse where a warehouse receipt has been issued therefor by a warehouseman (Section 7102) and a copy of the receipt is kept at the principal place of business of the warehouseman and at the warehouse in which the goods are stored.
(d) The notice under subparagraph (iv) of paragraph (9) of subdivision (c) shall state each of the following:
(1) That a sale that may constitute a bulk sale has been or will be made.
(2) The date or prospective date of the bulk sale.
(3) The individual, partnership, or corporate names and the addresses of the seller and buyer.
(4) The address to which inquiries about the sale may be made, if different from the seller’s address.
(5) That the buyer has assumed or will assume in full the debts owed to claimants of whom the buyer has knowledge on the date the buyer receives the list of claimants from the seller or completes a reasonable inquiry to discover the claimants.
(e) The notice under subparagraph (iii) of paragraph (10) of subdivision (c) and subparagraph (iii) of paragraph (11) of subdivision (c) shall state each of the following:
(1) That a sale that may constitute a bulk sale has been or will be made.
(2) The date or prospective date of the bulk sale.
(3) The individual, partnership, or corporate names and the addresses of the seller and buyer.
(4) The address to which inquiries about the sale may be made, if different from the seller’s address.
(5) That the buyer has assumed or will assume the debts that were incurred in the seller’s business before the date of the bulk sale.
(f) For purposes of paragraph (12) of subdivision (c), the value of assets is presumed to be equal to the price the buyer agrees to pay for the assets. However, in a sale by auction or a sale conducted by a liquidator on the seller’s behalf, the value of assets is presumed to be the amount the auctioneer or liquidator reasonably estimates the assets will bring at auction or upon liquidation.
(Amended by Stats. 1999, Ch. 991, Sec. 31. Effective January 1, 2000. Operative July 1, 2001, by Sec. 75 of Ch. 991.)
Last modified: October 25, 2018