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A bulk sale means the sale, transfer, or assignment of business assets outside of the ordinary course of business by a person or entity. Business assets include, among others, tangible personal property, real property, and intangible assets (e.g., intellectual property rights or goodwill).
A bulk sale, sometimes called a bulk transfer, is when a business sells all or nearly all of its inventory to a single buyer and such a sale is not part of the ordinary course of business.
The bulk transfer law is designed to prevent a merchant from defrauding his or her creditors by selling the assets of a business and neglecting to pay any amounts owed the creditors. The law requires notice so that creditors may take whatever legal steps are necessary to protect their interests.
(a) In any case of the sale or transfer in bulk of the whole, or a large part of a stock of merchandise and fixtures, or merchandise, or fixtures, or other assets or property of a business, otherwise than in the ordinary course of trade, business, commerce, or sales, the seller shall make a written and verified report
You (or the purchaser or the transferee) must complete Form CBS-1 if, outside your usual course of business, you sell or transfer the major part of the stock of goods that you are in the business of selling, furniture or fixtures, machinery and equipment, or real property of your business.
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In Illinois, various Bulk Sales Acts impose an obligation on purchasers of a business or a major portion of the assets of a business, which can include the transfer of real estate, for certain unpaid taxes and even debts for which the seller of such property was responsible.
In a bulk sale, the entire business is sold as a single entity. This includes all of the assets and liabilities of the business. In contrast, in an asset sale, only the assets of the business are sold not the liabilities.
Bulk Sales Law is designed to protect Buyers and Creditors. It was written to prevent owners from (1) selling businesses to good faith Buyers and vanishing with the proceeds, or (2) selling under market value (sweetheart deals) to avoid paying Creditors the full amount owed.

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