Miami-Dade Florida Sale of Assets of Corporation with No Necessity to Comply with Bulk Sales Laws
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FAQ
What is bulk selling? Bulk selling is the selling of goods or merchandise in large quantities to retailers, other bulk sellers, or to other business users in the industrial, commercial, or institutional sectors.
Sec. 11. Any person violating any provision of this Act shall, upon conviction thereof, be punished by imprisonment for not less than six months, nor more than five years, or fined in a sum not exceeding five thousand pesos, or by both such imprisonment and fine, in the discretion of the court.
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.
While the rules and laws for bulk sales may change from state to state, a bulk sales transaction is a sale or transfer that takes place outside of the normal course of business and involves more than 51% of a business's assets.
Second, at least 12 business days before the sale takes place, the buyer must (1) record the notice of bulk sale in the county recorder's office, (2) publish the notice in a local newspaper of general circulation, and (3) deliver the notice of bulk sale to the county tax collector.
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?).
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.
The BSA was enacted in 1917, and was intended to protect unpaid trade creditors (i.e. the people a seller is indebted to for goods, money or services furnished for the purpose of enabling the seller to carry on his or her business) from ?bulk sales? by a seller of all or substantially all of its assets over a short
