A bulk sale is a sale of goods by a business which engages in selling items out of inventory (as opposed to manufacturing or service industries), often in liquidating or selling a business, and is governed by the bulk sales law. Article 6 of the Uniform Commercial Code (UCC), which has been adopted at least in part all states, governs bulk sales. The heart of the bulk sales law is the requirement that the transferee provide the transferor's creditors with notice of the pending bulk transfer. This notice is the essential protection provided to creditors; once notified, the creditor must take the necessary steps to adequately protect his or her interest.
A bulk sale notice is a legal requirement imposed by the state of Oklahoma to protect creditors when a business owner intends to sell a significant portion or the entire assets of their business outside the regular course of business sales. Also known as a bulk transfer notice or bulk sale affidavit, this process ensures that debts owed to creditors are satisfied before the seller transfers ownership. In Oklahoma, the Uniform Commercial Code (UCC) governs bulk sales. The Oklahoma Bulk Sale Notice serves as a formal notification to all potential creditors of the seller's intent to transfer ownership of assets in bulk. By providing this notice, the seller ensures that any outstanding debts or claims against the business can be presented before the sale takes place, protecting the rights of creditors. The Oklahoma Bulk Sale Notice generally includes crucial information such as: 1. Seller Information: The legal name, address, and contact details of the business owner initiating the sale. 2. Buyer Information: The legal name, address, and contact details of the buyer who intends to acquire the assets. 3. Asset Description: A detailed listing of the assets being sold, including inventory, fixtures, equipment, and other tangible or intangible property. 4. Creditors: Any known creditors or entities with claims against the business are listed, along with their contact information. 5. Escrow Agent: The name, address, and contact information of the escrow agent entrusted to handle the settlement of debts and transfer of funds. The Oklahoma Bulk Sale Notice is typically filed with the Secretary of State's office, ensuring it becomes a matter of public record. This step helps prevent a buyer from acquiring assets without accounting for existing debts, safeguarding the interests of creditors who may otherwise face losses. It's worth noting that if the seller fails to provide the required bulk sale notice, creditors maintain the right to claim their debts against the new owner. Additionally, buyers who proceed with a bulk sale without obtaining a bulk sale clearance certificate may be held personally liable for any undisclosed debts or claims. In Oklahoma, there are no distinct types of bulk sale notices; however, businesses that fall within the UCC provisions and intend to sell their assets outside the ordinary course of business must file the Oklahoma Bulk Sale Notice. It applies to a wide range of businesses, including retail stores, restaurants, manufacturing companies, and service providers. By adhering to the obligations set forth in the Oklahoma Bulk Sale Notice, both sellers and buyers can ensure a transparent transfer of assets while safeguarding the rights of creditors and avoiding potential legal disputes.
