Oregon Sale of Assets of Corporation with No Necessity to Comply with Bulk Sales Laws

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Multi-State
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US-0447BG
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This form is for the sale of assets of a corporation with no necessity to comply with bulk sales laws.
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  • Preview Sale of Assets of Corporation with No Necessity to Comply with Bulk Sales Laws

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FAQ

Related Content. Also known as bulk transfer laws. These are state laws which require, among other things, a buyer to give notice to the seller's creditors if it is acquiring a significant portion of the seller's business or assets.

The key elements of a Bulk Sale are: any sale outside the ordinary course of the Seller's business. of more than half the Seller's inventory and equipment. as measured by the fair market value on the date of the Bulk Sale Agreement (Agreement).

Under California law, a bulk sale is defined as a sale of more than half of a business' inventory and equipment, as measured by fair market value, that is not part of the seller's ordinary course of business. In order for the law to apply, the seller has to be physically located in California.

A bulk sale, sometimes called a bulk transfer, is when a business sells all or nearly all of its inventory to a single buyer and such a sale is not part of the ordinary course of business.

The purpose of the Bulk Sales Act is to prevent fraud in the sale of a stock of goods or fixtures in bulk, in order to protect creditors, and to make the matter of such sale known to the parties who have been dealing with the ven- dor, and are his creditors.

The bulk transfer law is designed to prevent a merchant from defrauding his or her creditors by selling the assets of a business and neglecting to pay any amounts owed the creditors. The law requires notice so that creditors may take whatever legal steps are necessary to protect their interests.

Bulk sales legislation was enacted to protect creditors where a sale of assets has the effect of putting the debtor out of business.

Where the statute requires the vendor, transferor, mortgagor or assignor to notify personally or by registered mail every creditor "at least ten days before transferring possession" of any stock of goods, wares, merchandise, provisions or materials, in bulk, it is sufficiently complied with by sending notice by

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Oregon Sale of Assets of Corporation with No Necessity to Comply with Bulk Sales Laws