i
Bulk Sale Escrows

UCC Article 6 bulk sales, noticed properly.

Asset sales of going concerns. Restaurants, retail, salons, service businesses. We publish, record, and notice the bulk-sale per California UCC §§ 6101–6111, run the EDD, FTB, BOE, and SOS searches, and hold proceeds against the claim period before disbursement.

What we handle
  • Bulk-sale notice publication & recording
  • EDD & FTB tax clearance certificates
  • CDTFA / BOE sales-tax clearances
  • UCC-1 & lien searches (state & county)
  • Secretary of State good-standing
  • Allocation of purchase price (8594 review)
  • Inventory & equipment lists, attached & held
  • Disbursement against creditor claims
Sample timeline · Restaurant asset sale, ABC license, SBA loan
  • Day 0
    File opened, ABC & bulk notice ordered
  • Day 12
    Notice published, claim period begins
  • Day 30
    EDD/FTB clearances received
  • Day 45
    SBA docs in, signing scheduled
  • Day 60
    Close, funds disbursed against claims
What we watch for
i
Buyers who try to skip the bulk-sale notice

"It's too slow." Successor liability follows the asset; a missed notice can land creditor claims on the buyer's balance sheet for years. We will not close around it.

ii
Sales-tax balances the seller forgot they owed

CDTFA clearances surface them at intake. Settlement statement reflects the holdback before disbursement, not after.

iii
UCC-1s filed against equipment the seller said was free and clear

Equipment financing is silent until you search. We pull state and county UCCs the day the file opens.

ii
Holding Escrow Accounts

A neutral place to hold the money.

Indemnity holdbacks, earn-out reserves, post-closing adjustments, settlement-fund disbursements. A licensed neutral with audited trust accounts and a written disbursement instruction, not a venmo handshake.

What we handle
  • Indemnity holdbacks (M&A)
  • Earn-out & performance-tied reserves
  • Working-capital true-up holds
  • Settlement-fund disbursements
  • Class-action & group-claim holds
  • Confidential separation funds
  • Construction retention & lien-release holds
  • FTB withholding holds (non-resident sellers)
iii
Liquor License Transfers

ABC transfers, on ABC's clock.

Type-21, Type-41, Type-47, Type-48 transfers, and the rare Type-20/21 county-quota purchase. We open the escrow the ABC requires, post the public notice, hold the funds, and disburse only after the temporary or permanent transfer is approved.

What we handle
  • Person-to-person license transfers
  • Premises-to-premises transfers
  • Inter-county quota purchases
  • Temporary operating permits
  • ABC §24074 escrow accounts
  • Creditor claim periods & pro-rata
  • Coordination with ABC investigators
  • Tied-house & trade-practice review
What we watch for
i
A buyer who's been told they can operate "the day after"

Temporary permits are not automatic and not always granted. We confirm the permit, or its absence, before opening day is set.

ii
Creditor claims that exceed the purchase price

§24074 requires pro-rata distribution. We surface aggregate claims before close so principals can decide how to fund the gap.

§ · Frequent questions

Things buyers, sellers, and counsel ask first.

i

Can we skip the bulk-sale notice?

Not on a file we are running. The notice is the buyer's protection from successor liability; skipping it converts a clean acquisition into an unbounded one. We will run the notice, or we will not run the file.

ii

Do you act as the qualified intermediary on a 1031?

No. The QI must be independent of the closing escrow. We coordinate with the QI you choose; we do not wear both hats.

iii

How long does an ABC transfer take?

Person-to-person transfers typically run 45 to 75 days. Premises transfers and inter-county purchases run longer. We will tell you the realistic timeline at intake, not the ABC website's optimistic one.

iv

Can you hold an indemnity escrow for an out-of-state M&A deal?

Yes, provided California or Nevada law governs the holding agreement. We will review the disbursement instruction, flag anything ambiguous, and ask counsel to fix it before we accept the funds.

Put us to work

Send the LOI. We'll open the file.

Open an order For agents

Send the LOI or asset purchase agreement. You'll have a file number and a timeline back the same business day.