Closings glossary

Bulk sale

A sale of substantially all of a business's tangible assets, carrying New York bulk sale notice requirements. It comes up on commercial closings where an operating business transfers with the real estate.

What is a bulk sale in New York?

Quick Answer

A bulk sale is a transfer of substantially all of a business's tangible assets outside its ordinary course, which triggers a notice filing with the New York State Department of Taxation and Finance. Skipping that filing can leave the buyer liable for the seller's unpaid sales tax.

The full definition

A sale of substantially all of a business's tangible assets, carrying New York bulk sale notice requirements. It comes up on commercial closings where an operating business transfers with the real estate.

Which related terms should you know?

These are the terms that come up alongside bulk sale in the same file.

Escrow (at closing)
Funds or documents held by a neutral party until stated conditions are satisfied. At a New York closing it usually means a holdback from proceeds under a written escrow agreement.
UCC search
A search of UCC filings for security interests in personal property, run against the seller and, on entity deals, against the entity itself.
Tax search
The search reporting property tax status, water and sewer balances and municipal charges. Its results drive the tax adjustments shown on the closing statement.
Closing statement
The itemized accounting of every credit, debit and disbursement at a closing. Commercial deals use a HUD-1 or ALTA settlement statement; consumer mortgage closings pair it with the Closing Disclosure.
Title search
The records examination behind a title report, covering the chain of title, encumbrances and court filings against the owners. It precedes the commitment.

Where does bulk sale come up in a New York City closing?

A Bronx deal transfers the building and the laundromat inside it, and the bulk sale notice is filed ten days ahead so the tax escrow can be released later.

What else should you read before closing?

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Legal Disclaimer: This page is general information about New York practice. It is not legal advice, it does not account for the terms of any particular contract, building or transaction, and reading it does not create an attorney-client relationship. This is attorney advertising. Prior results do not guarantee similar outcomes.