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Forced Sales of Businesses, Business Interests and Intangibles

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Forced Sales of Businesses, Business Interests and Intangibles

Asset hub page. Legal information, not legal advice. Last verified: 2026-10-16.

What this page covers

A business changes hands in a forced sale when its owner did not choose to sell and the transfer is compelled by (a) a court (bankruptcy, federal or state receivership, execution and charging-order foreclosure), (b) a government authority acting administratively (tax seizure, licence revocation and re-issue), or (c) a creditor acting under a statutory or contractual power without a court (a UCC Article 9 disposition of all assets or of pledged equity). An assignment for the benefit of creditors (ABC) sits on the boundary: the owner signs the assignment, but usually under creditor pressure, and the assignee then sells without the owner’s further consent.

What is sold can be three quite different things, and the buyer’s title depends on which:

  1. The assets of the business (equipment, inventory, receivables, contracts, leases, intellectual property, permits, goodwill) — sold “as a unit” or piecemeal. This is the usual form of a bankruptcy § 363 sale, a receiver’s sale, an ABC sale and an Article 9 “going-concern” foreclosure.
  2. The ownership interest in the business entity (corporate stock, LLC membership interests, partnership interests) — reached by levy, charging order or a pledgee’s Article 9 sale. The entity, and every liability it carries, stays in place; only the owner changes. See equity-interests-stock-llc-charging-orders.
  3. Individual intangibles (a trademark portfolio, patents, copyrights, domain names, licences). Each has its own federal or state title system and transfer rules. See intellectual-property-and-licenses.

This page is the map. Real-property-focused bankruptcy sale law is on bankruptcy-363-sales; this section goes deep on going-concern sales and on what does and does not survive them.

The sale channels

ChannelWho conducts itCore authorityDetail page
Chapter 11 or Chapter 7 sale outside a planDebtor-in-possession or trustee, after notice and a hearing11 U.S.C. § 363(b), (f), (k), (m); § 365; Fed. R. Bankr. P. 6004, 6006, 2002bankruptcy-363-sales; this page, below
Sale under a confirmed Chapter 11 planPlan proponent11 U.S.C. §§ 1123(a)(5)(D), 1141(c), 1146(a)this page, below
Federal equity receivership saleCourt-appointed receiver28 U.S.C. §§ 754, 959, 2001, 2004; Fed. R. Civ. P. 66receivership-sales
State receivership saleState-court receivere.g., RCW 7.60.260 (Washington); Ohio Rev. Code § 2735.04; Fla. Stat. ch. 714 (real estate only)receivership-sales
Assignment for the benefit of creditorsAssignee (a fiduciary chosen by the assignor)e.g., 10 Del. C. ch. 73A; Fla. Stat. ch. 727; Cal. Code Civ. Proc. §§ 493.010, 1800–1802; N.Y. Debt. & Cred. Law art. 2assignment-for-the-benefit-of-creditors
UCC Article 9 disposition of all business assetsSecured lender, without a courtUCC §§ 9-609, 9-610, 9-611, 9-615, 9-617, 9-620ucc-article-9-sales-of-a-business
Article 9 sale of pledged stock or LLC interestsPledgee, without a courtUCC §§ 8-106, 9-610(c), 9-617ucc-article-9-sales-of-a-business, equity-interests-stock-llc-charging-orders
Levy on stock; charging-order foreclosure on LLC / partnership interestsSheriff or courtUCC § 8-112; e.g., Cal. Corp. Code § 17705.03; Fla. Stat. § 605.0503; 6 Del. C. § 18-703; Tex. Bus. Orgs. Code § 101.112equity-interests-stock-llc-charging-orders

Comparison: what the buyer of a business receives in each channel

ChannelLiens cut offUnsecured claims / successor liabilityContracts and leasesAppeal / attack riskKey authority
§ 363 sale (Ch. 11 or Ch. 7)Any “interest” satisfying one of the five § 363(f) conditions; liens reattach to proceedsThird and Second Circuits read “any interest” to reach claims that “arise from the property being sold” (in-re-trans-world-airlines-2003; in-re-chrysler-2009, later vacated as moot); but a “free and clear” clause cannot bind claimants who lacked constitutionally adequate notice (elliott-v-general-motors-2016), and it does not reach claims based on the buyer’s own post-closing conductAssumed and assigned under § 365 despite anti-assignment clauses (§ 365(f)), on cure and adequate assurance (§ 365(b), (f)(2)); except contracts “applicable law” makes non-assignable without consent (§ 365(c)(1))Good-faith purchaser protected on appeal absent a stay (§ 363(m)); § 363(m) is not jurisdictional (moac-mall-holdings-v-transform-holdco-2023); sale order automatically stayed 14 days (Rule 6004(h))11 U.S.C. §§ 363, 365
Plan sale”free and clear of all claims and interests of creditors, equity security holders, and of general partners,” except as the plan or order providesSame due-process limits§ 365 / planPlan confirmation appeal11 U.S.C. §§ 1123(a)(5)(D), 1141(c)
Federal receivershipAs the appointing court orders (sale procedure under §§ 2001, 2004)Not addressed by statute; needs_verificationNot addressed by statuteCourt confirmation; private sales need appraisal and a 10 percent overbid window (§ 2001(b)) for realty, applied to personalty “unless the court orders otherwise” (§ 2004)28 U.S.C. §§ 2001, 2004
State receivershipWashington general receiver: court may order sale “free and clear of liens and of all rights of redemption” (RCW 7.60.260(2))State law; needs_verificationReceiver’s power over executory contracts not retrieved for Washington (needs_verification); Florida’s real-estate act lets a receiver “adopt or reject an executory contract” with court approval (Fla. Stat. § 714.17(2))Washington: good-faith-purchaser appeal protection (RCW 7.60.260(5))RCW 7.60.260
ABCDelaware: assignee’s disposition discharges the assignee’s lien and liens subordinate to it; the assignee otherwise takes “subject to an existing interest” (10 Del. C. §§ 7305A(c), 7314A)No statutory free-and-clear of claims; Delaware lets the Court of Chancery approve sale procedures on request (§ 7321A(b))No § 365-type override; Delaware assignor must cooperate to obtain consents (§ 7308A(b)(8))Delaware: good-faith transferee takes free of the discharged interests even if the assignee did not comply (§ 7314A(b))10 Del. C. ch. 73A; Fla. Stat. ch. 727
Article 9 dispositionThe foreclosing security interest and subordinate security interests and liens (§ 9-617(a))None; state successor-liability law applies (needs_verification per state)Contract rights pass only to the extent assignable; anti-assignment terms are overridden for creating a security interest but not for enforcement against the account debtor (§ 9-408(d))Good-faith transferee takes free “even if the secured party fails to comply” (§ 9-617(b))UCC §§ 9-610, 9-617
Charging-order foreclosure (LLC)Not applicable — buyer acquires the debtor’s transferable interestEntity’s liabilities untouchedEntity’s contracts untouchedDelaware and Texas forbid foreclosure; California and Minnesota permit it; Florida permits it only for single-member LLCsequity-interests-stock-llc-charging-orders

▸ For Buyers / Operators — The channel decides three things before price: (1) whether senior liens are stripped or only junior ones (Article 9 and the specified Delaware ABC statute discharge subordinate interests; do not extrapolate that ABC rule to every state). In Michigan an ABC is a circuit-court-supervised common-law assignment with court sale directions and cash sales of personalty (MCL 600.5201–600.5265); its receivership act (MCL 554.1011–554.1036) is a different channel that sells free of junior liens but subject to senior liens (michigan 12.5). (2) Whether successor claims, including statutory tax liabilities, can reach the buyer: inspect the actual order, applicable law and notice, rather than treating an ABC or receivership as automatic immunity. Michigan’s successor statute (MCL 205.27a(1)) states no forced-sale exception; Treasury bulletins (including RAB 2025-5) were not accessed in the 2026-10-18 Michigan review, so any administrative exception is needs_verification (michigan 12.5). (3) Whether contracts, leases and licences can transfer despite objection: § 365 supplies a specific bankruptcy mechanism with exceptions, not a general permission for state-law buyers. The step-by-step list is buying-a-business-at-a-forced-sale.

▸ For Owners / Debtors — Rights before the sale differ by channel: notice and a hearing with at least 21 days’ mailed notice in bankruptcy (Fed. R. Bankr. P. 2002(a)(2), 6004(a)); a right to redeem collateral by paying the secured debt before an Article 9 disposition (UCC § 9-623); a right to an accounting of surplus after an Article 9 sale (§ 9-615(d)); the right of an LLC member to extinguish a charging order by paying the judgment before foreclosure where foreclosure is allowed (e.g., Cal. Corp. Code § 17705.03(c)).

Why a business is harder to sell by force than a building

  • Value is mostly in things that need consent to move. Leases, customer and supplier contracts, licences and permits often cannot be assigned without the counterparty’s or regulator’s agreement. Bankruptcy overrides most private anti-assignment clauses (11 U.S.C. § 365(f)(1), https://www.law.cornell.edu/uscode/text/11/365 , retrieved 2026-10-16) but not regulatory approval: an FCC licence cannot be “transferred, assigned, or disposed of in any manner, voluntarily or involuntarily … except upon application to the Commission” (47 U.S.C. § 310(d), https://www.law.cornell.edu/uscode/text/47/310 , retrieved 2026-10-16). See intellectual-property-and-licenses.
  • The workforce comes with obligations. After the effective date of a sale of part or all of an employer’s business, “the purchaser shall be responsible for providing notice for any plant closing or mass layoff,” and the seller’s employees “shall be considered an employee of the purchaser immediately after the effective date of the sale” (29 U.S.C. § 2101(b)(1), https://www.law.cornell.edu/uscode/text/29/2101 , retrieved 2026-10-16).
  • Some taxes follow the business, not the seller. California makes a purchaser who fails to withhold for unpaid sales tax “personally liable … to the extent of the purchase price” (Cal. Rev. & Tax. Code § 6812(a)), although CDTFA Regulation 1702(a) states that the withholding duty does not arise for transfers such as an ABC, mortgage foreclosure or bankruptcy-trustee sale (not every receiver or sheriff sale by label; see california 12.5); Florida imposes transferee liability for business taxes but exempts “involuntary” transfers, including foreclosure by a non-insider and transfers under the Bankruptcy Code (Fla. Stat. § 213.758(1)(d), (8)(a)). See buying-a-business-at-a-forced-sale.
  • Unknown liabilities. Product, tort and employment claims may not be on any record. Only a bankruptcy sale order can purport to cut them off, and only for claimants who received due-process notice (elliott-v-general-motors-2016).

Going-concern sales in bankruptcy (the deep version)

The real-estate mechanics of § 363 (the five (f) conditions, credit bidding, § 363(m)) are on bankruptcy-363-sales. What follows is specific to selling an operating business.

Authority and the “sub rosa plan” limit

A trustee “after notice and a hearing, may use, sell, or lease, other than in the ordinary course of business, property of the estate” (11 U.S.C. § 363(b)(1), https://www.law.cornell.edu/uscode/text/11/363 , retrieved 2026-10-16). An operating debtor whose business is “authorized to be operated under section 721, 1108, 1183, 1184, 1203, 1204, or 1304” may sell in the ordinary course without a hearing (§ 363(c)(1)); § 721 is the Chapter 7 provision, so a Chapter 7 trustee may run a business pending its sale if the court authorizes it.

The Second Circuit approved the sale of substantially all of Chrysler’s operating assets under § 363(b) and held that “Lionel’s multi-factor analysis remains the proper, most comprehensive framework for judging the validity of § 363(b) transactions,” rejecting the argument that the sale was an impermissible “sub rosa plan” — in-re-chrysler-2009, 576 F.3d 108 (2d Cir. 2009). That judgment was later vacated as moot by the Supreme Court (Dec. 14, 2009, order list No. 09-285), so it is persuasive rather than binding precedent.

Bidding procedures and stalking-horse protections

The Bankruptcy Rules require that notice of a non-ordinary-course sale be given under Rule 2002(a)(2) (at least 21 days’ notice by mail to the debtor, trustee, creditors and indenture trustees) and include “the time and place of any public sale,” “the terms and conditions of any private sale,” and “the time to file objections” (Fed. R. Bankr. P. 2002(a), (c)(1), https://www.law.cornell.edu/rules/frbp/rule_2002 ; Rule 6004(a), https://www.law.cornell.edu/rules/frbp/rule_6004 , both retrieved 2026-10-16). A motion to sell free and clear “must be made in accordance with Rule 9014 and served on the parties who have the liens or other interests” (Rule 6004(c)). “A sale that is not in the ordinary course of business may be made by public auction or private sale,” followed by an itemized statement of property sold, purchasers and consideration (Rule 6004(f)(1)). “Unless the court orders otherwise, an order authorizing the use, sale, or lease of property (other than cash collateral) is stayed for 14 days after the order is entered” (Rule 6004(h)).

Local practice in the two busiest business-bankruptcy courts:

  • District of Delaware, Local Rule 6004-1: a Sale Motion must attach the proposed purchase agreement and sale order and must highlight, among other things, a sale to an insider, agreements with management, releases, any no-shop limit, the good-faith deposit and its forfeiture conditions, any § 1146(a) tax exemption (naming the tax type; “It is not sufficient to refer simply to ‘transfer’ taxes”), requested successor-liability findings, any sale free and clear of a possessory leasehold or licence, any provision affecting § 363(k) credit bidding, and any request for relief from Rule 6004(h). A Sale Procedures Motion must be filed and heard on at least 21 days’ notice and must highlight bidder qualification terms, deposit requirements, no-shop provisions, “Break-Up/Topping Fees and Expense Reimbursement,” bidding increments, and whether the stalking horse gets a credit for its fee when bidding at the auction (https://www.deb.uscourts.gov/sites/deb/files/local_rules/6004.pdf , retrieved 2026-10-16; the court’s server refused a direct download, so the text was read from the PDF delivered through a web-fetch tool; effective date of the current version needs_verification).
  • Southern District of New York, Amended Guidelines for the Conduct of Asset Sales: when an auction is contemplated the debtor files one motion seeking two orders (a “Sale Procedures Order” and a “Sale Order”) at two hearings; “Limited no-shop or no-solicitation provisions may be permissible, in unusual circumstances”; break-up fees are decided “on a case-by-case basis,” and “the initial bidding increment must be more than sufficient to pay the maximum amount payable thereunder”; a qualified bid “should include a good faith deposit, which will be non-refundable if the bidder is selected as the successful bidder and fails to consummate the purchase” (https://www.nysb.uscourts.gov/sites/default/files/pdf/Guidelines_for_Asset_Sales.pdf , retrieved 2026-10-16; the general-order number and adoption date of the current version needs_verification).

Break-up fees in the Third Circuit. A disappointed stalking horse seeking a break-up fee as an administrative expense must show “that the fees were actually necessary to preserve the value of the estate”; “the business judgment rule should not be applied as such in the bankruptcy context” — calpine-v-obrien-environmental-energy-1999, 181 F.3d 527 (3d Cir. 1999). Most break-up fees today are approved in the bidding-procedures order before the auction; the percentage ranges cited by practitioners are not a rule of law and were not verified against a primary source (needs_verification).

Collusion. The trustee may avoid a sale “if the sale price was controlled by an agreement among potential bidders,” recover the shortfall, costs and fees, and obtain punitive damages for willful violations (§ 363(n)). See also sherman-antitrust-bid-rigging.

Personal data. If the debtor’s privacy policy prohibited transferring personally identifiable information, the trustee may not sell it unless the sale is consistent with the policy or the court approves after appointment of a consumer privacy ombudsman (§ 363(b)(1); Rule 6004(g)). Customer lists are often a core going-concern asset.

Antitrust filing. Where a Hart-Scott-Rodino filing is required, the trustee files it and the waiting period ends on the 15th day after receipt, unless extended (§ 363(b)(2)).

Contracts and leases: § 365 assumption and assignment

  • Assumption requires cure. If there has been a default, the trustee may not assume unless it cures (or gives adequate assurance it will promptly cure), compensates for actual pecuniary loss, and “provides adequate assurance of future performance” (§ 365(b)(1)). Defaults tied to insolvency, the bankruptcy filing or a custodian need not be cured (§ 365(b)(2)).
  • Assignment overrides anti-assignment clauses “notwithstanding a provision in an executory contract or unexpired lease of the debtor, or in applicable law, that prohibits, restricts, or conditions the assignment” (§ 365(f)(1)), but only if the contract is assumed and “adequate assurance of future performance by the assignee” is provided (§ 365(f)(2)). Shopping-center leases carry a heightened adequate-assurance standard (§ 365(b)(3)).
  • Exceptions. No assumption or assignment where “applicable law excuses” the counterparty from accepting performance from someone other than the debtor and it does not consent (§ 365(c)(1)); financing commitments (§ 365(c)(2)); and non-residential leases terminated before the order for relief (§ 365(c)(3)). The Ninth Circuit reads § 365(c)(1) literally (the “hypothetical test”): a non-assignable patent licence cannot even be assumed by the debtor over the licensor’s objection — perlman-v-catapult-entertainment-1999, 165 F.3d 747 (9th Cir. 1999). Circuits are divided (needs_verification for a current circuit survey).
  • After assignment the estate is relieved of liability for post-assignment breaches (§ 365(k)), and a landlord may require a security deposit “substantially the same as would have been required … upon the initial leasing to a similar tenant” (§ 365(l)).
  • Deadlines. A non-residential real-property lease is deemed rejected unless assumed or rejected within 120 days after the order for relief (extendable once by 90 days for cause, further only with the lessor’s written consent) (§ 365(d)(4)). In Chapter 7, unassumed personal-property and residential leases are deemed rejected after 60 days (§ 365(d)(1)).
  • Procedure. Assumption and assignment proceed under Rule 9014; an order authorizing an assignment is stayed for 14 days unless the court orders otherwise (Fed. R. Bankr. P. 6006(a), (d), https://www.law.cornell.edu/rules/frbp/rule_6006 , retrieved 2026-10-16).
  • Licensees of the debtor’s IP keep their rights if the debtor rejects: rejection “constitutes a breach” and “cannot rescind rights that the contract previously granted” — mission-product-holdings-v-tempnology-2019 (trademark licence); and § 365(n) for licences of “intellectual property” as defined.
  • Collective-bargaining agreements may be assumed or rejected only under the separate procedure of 11 U.S.C. § 1113(a) (https://www.law.cornell.edu/uscode/text/11/1113 , retrieved 2026-10-16; the substantive § 1113 standards were not summarized here).

Successor liability and the limits of “free and clear”

  • Broad reading of “interest.” “[T]he term ‘any interest’ is intended to refer to obligations that are connected to, or arise from, the property being sold” (the Third Circuit quoting its earlier Folger Adam decision, 209 F.3d 252, 259); TWA’s assets were sold to American Airlines free of employment-discrimination claims and a travel-voucher settlement program — in-re-trans-world-airlines-2003, 322 F.3d 283 (3d Cir. 2003). The Second Circuit agreed “that the term ‘any interest in property’ encompasses those claims that ‘arise from the property being sold’” and approved the Chrysler sale free of existing product-liability claims, but declined “to delineate the scope of the bankruptcy court’s authority to extinguish future claims” — in-re-chrysler-2009 (vacated as moot).
  • Due-process limit. “If the debtor knew or reasonably should have known about the claims, then due process entitles potential claimants to actual notice of the bankruptcy proceedings, but if the claims were unknown, publication notice suffices.” The Second Circuit refused to enforce GM’s sale order against ignition-switch claimants who received only publication notice, and held the order never covered “independent claims” based on New GM’s own post-closing conduct or claims of later used-car purchasers — elliott-v-general-motors-2016, 829 F.3d 135 (2d Cir. 2016), cert. denied, No. 16-764 (Apr. 24, 2017).
  • Consumer-credit carve-out. A buyer of consumer credit contracts through a § 363 sale “shall remain subject to all claims and defenses that are related to such consumer credit transaction” (§ 363(o)).

WARN Act exposure for buyers

The WARN Act applies to an “employer” with 100 or more employees (excluding part-time) or 100 or more employees working at least 4,000 hours a week (29 U.S.C. § 2101(a)(1)). An employer “shall not order a plant closing or mass layoff until the end of a 60-day period after the employer serves written notice” (§ 2102(a), https://www.law.cornell.edu/uscode/text/29/2102 , retrieved 2026-10-16), subject to faltering-company and unforeseeable-circumstances exceptions (§ 2102(b)). Liability is back pay and benefits for each day of violation “up to a maximum of 60 days, but in no event for more than one-half the number of days the employee was employed” (§ 2104(a)(1), https://www.law.cornell.edu/uscode/text/29/2104 , retrieved 2026-10-16). Because the seller’s employees become the purchaser’s employees on the effective date (§ 2101(b)(1)), a buyer that closes a going-concern purchase and then cuts the workforce carries its own WARN exposure. Whether a bankruptcy trustee liquidating a business is an “employer” for WARN purposes, and state “mini-WARN” statutes, were not researched (needs_verification).

Labor successorship

A successor employer may be bound to recognize and bargain with the predecessor’s union, but is “not bound by the substantive provisions of a collective-bargaining contract negotiated by their predecessors but not agreed to or assumed by them”; it “is ordinarily free to set initial terms,” except where “it is perfectly clear that the new employer plans to retain all of the employees in the unit” — nlrb-v-burns-international-security-1972, 406 U.S. 272 (1972). The duty to bargain attaches when the successor has hired a “substantial and representative complement” of its workforce, a majority from the predecessor — Fall River Dyeing & Finishing Corp. v. NLRB, 482 U.S. 27 (1987) (https://static.case.law/us/482/cases/0027-01.json , retrieved 2026-10-16).

Multiemployer pension withdrawal liability: an arm’s-length asset sale to an unrelated buyer is not a withdrawal by the seller if the buyer assumes substantially the same contribution obligation, posts a bond or escrow for 5 plan years, and the contract makes the seller secondarily liable (29 U.S.C. § 1384(a)(1), https://www.law.cornell.edu/uscode/text/29/1384 , retrieved 2026-10-16). Whether the § 1384 exemption is available in a § 363 sale is fact- and case-specific (needs_verification).

Sale of a business under a Chapter 11 plan

A plan may provide for “sale of all or any part of the property of the estate, either subject to or free of any lien” (11 U.S.C. § 1123(a)(5)(D), https://www.law.cornell.edu/uscode/text/11/1123 , retrieved 2026-10-16). After confirmation, “the property dealt with by the plan is free and clear of all claims and interests of creditors, equity security holders, and of general partners in the debtor,” except as the plan or confirmation order provides (§ 1141(c), https://www.law.cornell.edu/uscode/text/11/1141 , retrieved 2026-10-16). “[T]he making or delivery of an instrument of transfer under a plan confirmed under section 1129 or 1191 … may not be taxed under any law imposing a stamp tax or similar tax” (§ 1146(a), https://www.law.cornell.edu/uscode/text/11/1146 , retrieved 2026-10-16). A stand-alone pre-confirmation § 363 sale does not get this exemption: “§1146(a) affords a stamp-tax exemption only to transfers made pursuant to a Chapter 11 plan that has been confirmed” — Florida Dept. of Revenue v. Piccadilly Cafeterias, Inc., 554 U.S. 33 (2008) (https://static.case.law/us/554/cases/0033-01.json ; syllabus at https://www.law.cornell.edu/supct/html/07-312.ZS.html , both retrieved 2026-10-16). A secured creditor’s credit-bid right cannot be bypassed in a plan sale (bankruptcy-363-sales, RadLAX).

Pennsylvania — isolated-sale tax is conditional

The actual § 32.4 court-officer/execution exclusion retains inventory and listed registered-asset exceptions. The § 31.23 auctioneer rule distinguishes the auctioneer’s own property/premises and off-premises owners’ regular versus nonregular selling. Compulsion alone is not blanket tax clearance, and commission is not deducted from taxable purchase price. Bulk tax clearance and secured-interest survival are separate questions; see pennsylvania for their statutory thresholds and packets.

Indiana — successor liability is not the bulk retail-tax rule

Official 2026 IC6-8.1-10-9.5 distinguishes its defined successor/forced-transfer exclusions from subsection (i)‘s bulk retail-transaction exceptions for inventory, vehicles, watercraft, aircraft and rental property. Do not turn one of those exclusions into a universal exemption from every tax on a forced asset purchase. Under the official 2026 text a “transfer” excludes an ABC, foreclosure or enforcement of a security interest or lien, a bankruptcy sale and a receiver’s sale, and a “successor in liability” excludes a bankruptcy trustee, receiver, secured party and other lienholder, so buyers at those sales are outside the successor rule, although existing department liens still follow the property; other bulk transfers need the 45-day notice. See indiana 12.5.

Illinois — bulk reporting and the lender exception have limits

The actual 130.1701(g)(3) equipment/inventory-repossession exception is for its specified lender transaction, not every later forced-sale buyer. Covered bulk transfers use CBS-1, R-04/24 at least ten business days before the sale. Written principal disclosure under 130.1915 and the actual 130.110 occasional/marketplace rules determine their own tax treatment. A label such as auction, lender sale or liquidation is not blanket clearance. illinois records the operative2026rule and current form versions.

Wisconsin — successor-tax exceptions depend on the transaction

Tax 11.91(1)(d), (f) and (g) expressly exclude the specified financial-institution/mortgagee foreclosure, trustee-in-bankruptcy and sheriff sales from successor liability. A creditor that actually operates a voluntarily surrendered business is a successor; possession solely to liquidate it without operating is different. Neither every forced-sale buyer nor every buyer from a lender receives blanket tax clearance. Wisconsin’s Article6 repeal is proved by 2009 Act110 §3, whose official publication date is February18,2010; that is not a reason to discard the separate sales-tax rules. wisconsin supplies their scope.

South Carolina — majority-asset clearance is not blanket lien release

Section12-54-124, not repealed §12-36-530, governs transfer of a majority of noncash business assets by fair market value. Its certificate exception requires a certificate obtained no more than thirty days before transfer. RP14-3 supersedes RP03-5; the request uses C-268. RR04-2, question6 identifies three conditional court-foreclosure alternatives: a judicial finding of inapplicability, the specified transferor affidavit, or a timely certificate. This prevents the particular §124 lien assertion under its terms; it is not an exemption for every foreclosure purchaser or a release of every preexisting tax lien. See south-carolina for licence continuity and the independent retail/isolated-sale tax rules.

Minnesota — excluded transfers and purchase-tax rules are distinct

Section270C.57 excludes the specified ABC, foreclosure/enforcement, bankruptcy and receiver transactions; its successor definition also has separate exclusions. Do not invent a further uncertainty merely because the purchaser is not the receiver/lender. Nor does that exclusion promise release of every existing lien or exemption from every purchase tax.

Rule8130.5800 distinguishes inventory, primarily business-used property, court-officer sales, bank repossessions and qualifying substantially-all-assets sales, including its ninety-percent/twelve-month and auction-collection conditions. A bank’s ordinary resale of repossessed inventory is not automatically occasional. Section297A.82 expressly disables the two cited occasional/business-sale exemptions for aircraft. Article6’s repeal is established by 1991chapter171, not merely a missing code URL. See minnesota for the exact transaction, asset and2026amendment boundaries.

Kentucky — current purchase tax is not a universal forced-sale exemption

The current §139.310, effectiveAugust1,2026, imposes its six-percent use tax on the covered transactions. Vehicle court-order/prior-title and repossessor-resale exemptions, boat occasional-sale/for-hire rules, aircraft common-carrier use and equipment/business exemptions require their own statutory facts. Neither compulsion nor a seller’s receiver/lender label supplies blanket tax clearance. kentucky identifies the actual tax sources and separately effective2027/2028title/protection-product amendments, rather than treating unpassed proposals or expired auction rules as current law.

In particular, operative 103KAR27:030 governs taxable lienor sales; it is not labeled expired. Actual 2026Act135 sets January1,2027default electronic titles and July1,2027mandatory filer requirements; those future dates are not today’s already-effective title duties.

Nevada — tax exemptions turn on the transaction, not its label

NRS372.035/.320 exempts qualifying occasional sales. Calling a recurring business/auction sale private-party does not itself establish those conditions. Conversely, genuine qualifying private-party transfers should not be described as automatically taxable merely because no independently named private-party exemption exists. NAC372.120 separately exempts the specified public auction under a chattel mortgage when court-directed through the appointed officer or bid in by the mortgagee; other foreclosure/later resale treatment is different. Article6was repealed by 1991chapter223§183, not proved by §104.1105’s severability text. Chapter612’s separate EmploymentSecurity notice is a seller duty, including the specified receiver/sheriff/assignee, not blanket forced-sale exemption. See nevada.

Minnesota liquor-approval precision

Section340A.412subd.9 provides the issuing-authority transfer consent and ten-percent-or-more corporate ownership-change report within ten days. Subdivision2is a different preliminary on-sale review. The nontransferable licence described here is the liquor licence issued to a location at a licensed racetrack, not every racetrack regulatory approval. A forced asset sale cannot simply transfer that approval by labelling it goodwill. See minnesota.

Missouri — withholding and sales-tax successor provisions differ

143.241 withholding tax and 144.150 sales tax both contain purchaser withholding/liability rules and express creditor-enforcement purchaser exceptions. The response periods are fifteen days and fifteen business days, respectively; only the sales-tax provision expressly supplies120-day certificate reliance. Existing DOR lien priority is preserved. A statutory exception from purchaser personal liability is not an unconditional release of every tax lien or the former owner’s liability. See missouri for the transaction conditions and proceeds waterfall.

The separate convention-tax authority’s 67.1159(4) requires the covered seller’s ten-day written pre-sale notice. A purchaser with notice of delinquency or noncompliance takes subject to the seller’s tax/penalty/interest; the state sales/withholding exceptions above are not silently imported into this distinct grant.

Oregon — CAT succession is not a tax on each acquired asset

317A.146 uses actual bulk/major-part/outside-ordinary-course successor predicates and contains no categorical judicial/receiver/ABCsale exception.317A.100(14), retained in 2026c142sections43–44, expressly includes receivers, assignees and bankruptcy trustees in “person.” A label does not establish exemption, but an isolated asset acquisition is not automatically a business succession. Capital-asset receipt exclusions do not themselves release the seller’s previously incurred CAT.

The qualifying successor’s written acquisition notice and DOR’s failure to assess/copy it within eighteen months supply the actual317A.146(4)protection. Any claimed federal/order-based discharge requires its own legal basis and scope; this is not blanket bankruptcy liability or exemption. See oregon for full-tax liability, purchase-money withholding, forty-five-day payment/ credit and actual definitions/currentness limits. No general sales-tax absence or UCCArticle6repeal is substituted for this successor analysis.

Leading cases

bankruptcy-363-sales, receivership-sales, assignment-for-the-benefit-of-creditors, equity-interests-stock-llc-charging-orders, intellectual-property-and-licenses, ucc-article-9-sales-of-a-business, buying-a-business-at-a-forced-sale, ucc-article-9-dispositions, court-ordered-administrative-and-creditor-sales, equipment-and-machinery, federal-tax-liens, cercla-environmental-liens-federal, bankruptcy-automatic-stay-federal, good-faith-purchaser, sherman-antitrust-bid-rigging

needs_verification

  • Current effective date of D. Del. Local Rule 6004-1 and the general-order number/date of the S.D.N.Y. Amended Guidelines for the Conduct of Asset Sales.
  • Circuit survey of the § 365(c)(1) “hypothetical” versus “actual” test after perlman-v-catapult-entertainment-1999.
  • Breadth of in-re-trans-world-airlines-2003 outside the Third Circuit (beyond the Second Circuit’s vacated Chrysler opinion), and treatment of future claims.
  • WARN Act status of a liquidating trustee; state mini-WARN statutes.
  • § 1384 exemption in bankruptcy sales.
  • Customary break-up fee and expense-reimbursement ranges (practitioner figures not verified).

New Hampshire — date the transfer and separate equity from assets

The buyer must distinguish the receiver’s actual court authority, an assignment for creditors, and a charging-order sale of economic rights rather than automatic membership or direct business assets. Employment Security successorship and liquor operating approval are separate from acquiring ownership; the applicable procedures and complete primary sources are mapped in new-hampshire.

2026chapter215,§§7–9 repeals former545-A effective August31,2026, preserves former-law treatment for earlier transfers/obligations and accrued claims, and applies RSA545-B to later transactions. RSA545-B:8,V(b) protects the specified compliant Article9 enforcement transfer against the identified constructive-avoidance claims, but expressly excludes acceptance in full or partial satisfaction. Do not turn that limited defense into immunity from actual-intent claims or all successor obligations.

North Dakota — charging foreclosure is prohibited

The current LLC, general-partnership and limited-partnership charging statutes all prohibit foreclosure. A consensual economic-interest transfer is a different route, not authority to seize company assets or become a member/partner. UCRERA reaches qualifying commercial realty and related personalty, not every stand-alone equipment estate; the 2025 enactment excludes receivers appointed before August1,2025. General receiverships and ABC confirmation remain separate. See north-dakota for transaction-specific sale authority, successor taxes and licensing rather than a universal going-concern lien wipe.

New Mexico — receiver authority and current tax distribution

The retained complete Chapter44 supplies §44-8-7’s prior receiver-order requirement; Chapter53 distinguishes §53-19-35’s LLC economic-assignee charging remedy from automatic membership or direct company-asset ownership. new-mexico records actual source access and currentness limits, instead of presenting a new origin refusal as retrieved law.

For department-received delinquent-property-tax sale proceeds, enacted 2026 HB291,§15 now puts the former owner’s other qualifying delinquent TRD taxes before residual payment, effective July1,2026 under §19. That rule is not a distribution mandate for every private business auction and does not itself determine which asset liens survive. Apply the actual sale order and independently governing successor liability and licensing requirements.

Sources

▸ For Buyers / Operators — Start with the comparison table, then the channel page, then buying-a-business-at-a-forced-sale for diligence and cost lines.

▸ For Owners / Debtors — Notice, objection, redemption and surplus rights are channel-specific; each detail page lists them.

This page provides general legal information, not legal advice. Bankruptcy, receivership, secured-transactions and business-entity law is technical, changes, and varies by circuit and state; its application is fact-specific. Nothing here creates an attorney-client relationship. Verify every statute, rule and holding against the current primary source and consult a licensed attorney before acting. Last verified: 2026-10-16.

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