Bulk Sales in Florida
A bulk sale is the transfer of a substantial portion of business assets outside the ordinary course of business. While Florida repealed its Bulk Transfers Act in 1993, the underlying buyer-protection principles remain critical in asset purchase transactions.
Post-Repeal Landscape
Without bulk sale notification requirements, Florida asset buyers must rely on private contractual protections: comprehensive due diligence, UCC and judgment lien searches, seller representations and warranties, indemnification provisions, and escrow holdbacks to protect against undisclosed creditor claims.
Due Diligence Requirements
Prudent Florida buyers conduct UCC Article 9 lien searches, tax lien searches with all applicable jurisdictions, judgment searches, and verify the seller's accounts payable. These searches identify security interests and claims that could follow the assets to the new owner.
Related Terms
Barnes Walker Business Law
Barnes Walker structures asset purchases for Florida businesses. Contact us for transactional guidance.
Reviewed by the attorneys at Barnes Walker, Goethe, Shea & Robinson, PLLC