Entity sales, holding escrows, bulk sales.
Buying or selling a business, a franchise, or a portfolio of assets. We hold the funds, run the bulk-sale notice, pull the lien searches, and disburse on the schedule counsel sets. Neutral by license, deliberate by design.
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.
- 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
- Day 0File opened, ABC & bulk notice ordered
- Day 12Notice published, claim period begins
- Day 30EDD/FTB clearances received
- Day 45SBA docs in, signing scheduled
- Day 60Close, funds disbursed against claims
"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.
CDTFA clearances surface them at intake. Settlement statement reflects the holdback before disbursement, not after.
Equipment financing is silent until you search. We pull state and county UCCs the day the file opens.
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.
- 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)
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.
- 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
Temporary permits are not automatic and not always granted. We confirm the permit, or its absence, before opening day is set.
§24074 requires pro-rata distribution. We surface aggregate claims before close so principals can decide how to fund the gap.
Things buyers, sellers, and counsel ask first.
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.
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.
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.
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.
Send the LOI. We'll open the file.
Send the LOI or asset purchase agreement. You'll have a file number and a timeline back the same business day.