When the seller is a receiver, a trustee or a lender, the rules change. Here they are, in one place.
How court receivership, bankruptcy §363, UCC Article 9 and ABC sales work, where they're announced, and how bidding, financing and diligence work inside each one. Every rule is cited to its source, so you can recheck it.
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- Version 1.0, October 2026, facts dated and sourced
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Hey — say you're searching for a business to buy, and a notice like this one turns up:
If everything you know about buying a business comes from broker listings, almost none of that maps. There's no 90-day diligence window. Your lender may need longer than 18 days. The company's secured lender may be allowed to bid what it's owed instead of cash. "As is" means what it says. A judge, not the owner, decides whether the sale goes through. And the lease the whole business sits in may or may not come with it.
Every one of those questions has an answer in a statute, a court rule or the court's own order. The answers are just spread across the Bankruptcy Code, the federal rules, each state's version of the Uniform Commercial Code, state receivership law and a few federal agencies' rulebooks.
The Playbook puts them in one place, in plain English, in the order you'll need them: how each kind of sale works, where it's announced, how bidding runs, how financing fits the timeline, and what to check before a deadline. Then it gives you five templates to work a real notice with.
Who it's for
- Independent searchers and search-fund buyers looking at businesses of roughly $100k to $5M who keep running into court and lender sales and want to understand the process before they call counsel.
- SBA and cash buyers who need to know how a loan timeline meets a sale deadline, and where the conflicts are.
- Operators who saw a competitor's or supplier's assets come up for sale and want to know how that sale actually works.
Who it isn't for
- Anyone looking for a list of live deals or a promise of a good price. The Playbook has neither.
- Anyone who wants court filings. There are no motion, pleading or filing templates in it, on purpose; those belong to your attorney.
- Anyone who wants to be told whether to bid on a particular sale. That's a decision for you and your counsel.
What's inside, chapter by chapter
Court receivership, bankruptcy §363, UCC Article 9, assignment for the benefit of creditors, and federal forfeiture. Who runs each sale, who approves it, the notice each one requires, and what a buyer takes free of. Including why forfeiture sales almost never include a running business.
Court dockets on CourtListener and PACER (and how PACER's quarterly fee waiver works), state newspaper-notice sites, and lender and receiver notices: what each one shows, and how to set up alerts.
Bid procedures, qualified bids, deposits, stalking horses and break-up fees, credit bids, the auction, the sale hearing and objection deadlines, and what happens between winning and closing.
Cash, SBA 7(a) under SBA's current lender rules (dated and sourced), seller and lender financing, ROBS and the IRS's cautions about it, and how to line up funds inside a sale's short timeline.
Successor liability, licenses and permits, contract and lease assignment, employees, and what "as is" leaves with you. Plus why a stock purchase can be a securities transaction, and when that means bringing in counsel. It ends with the five templates.
A notice tracker, a deal-screen checklist, a bid-day checklist, questions for the receiver, trustee, assignee or lender, and a first-30-days-after-closing checklist. Plus Chapter 2's 50-state and DC sources table, a 38-term glossary and a 30-day reading plan.
Read a sample: Article 9 notice, and what the buyer takes
An excerpt from Chapter 1, "The five ways a distressed business gets sold," section 3: UCC Article 9 secured-party sales.
Notice
- Who: the lender must send "a reasonable authenticated notification of disposition" (UCC 9-611(b), law.cornell.edu/ucc/9/9-611) to the debtor, any guarantor, and for non-consumer goods, other lienholders who notified the lender of a claim or have financing statements on file (UCC 9-611(c)). Requesting a UCC search 20 to 30 days before the notification date, and then notifying each secured party the response names, satisfies the duty to notify filed lienholders (UCC 9-611(e)).
- Exceptions: none needed for perishable collateral, collateral that "threatens to decline speedily in value," or collateral customarily sold on a recognized market (UCC 9-611(d)).
- How much time: reasonableness is usually a question of fact, but in a non-consumer transaction, notice sent "10 days or more before the earliest time of disposition" is timely (UCC 9-612, law.cornell.edu/ucc/9/9-612). Ten days is a safe harbor, not a minimum or a maximum.
- Contents: the parties, the collateral, the method, the debtor's right to an accounting, and the time and place of a public sale or the date after which a private sale may occur (UCC 9-613(1), law.cornell.edu/ucc/9/9-613).
- Waiver: only by an agreement "entered into and authenticated after default" (UCC 9-624(a), law.cornell.edu/ucc/9/9-624).
- Federal tax liens: if the IRS filed notice of its lien more than 30 days before the sale, a nonjudicial sale leaves that lien in place unless the IRS got written notice "not less than 25 days prior to such sale" (26 U.S.C. 7425(b)-(c), law.cornell.edu/uscode/text/26/7425).
What the buyer takes: UCC 9-617
A disposition after default "transfers to a transferee for value all of the debtor's rights in the collateral," "discharges the security interest under which the disposition is made," and "discharges any subordinate security interest or other subordinate lien" (UCC 9-617(a), law.cornell.edu/ucc/9/9-617). The uniform text lets each state list statutory liens that such a sale does not discharge, so check your state's version of 9-617(a)(3).
Senior liens survive. If a first-lien bank sells, junior liens are wiped out. If a second-lien lender sells, the first lien stays on the assets you buy. Search UCC, tax-lien and judgment records wherever the debtor is organized or has assets, and map the lien order before you bid.
Good faith matters. A buyer "that acts in good faith takes free... even if the secured party fails to comply with this article" (UCC 9-617(b)). Good faith means "honesty in fact and the observance of reasonable commercial standards of fair dealing" (UCC 1-201(b)(20), law.cornell.edu/ucc/1/1-201). A buyer lacking good faith takes subject to the debtor's rights and every lien (UCC 9-617(c)).
"As is." The sale includes warranties of title, possession and quiet enjoyment unless disclaimed (UCC 9-610(d)-(e)). The sentence "There is no warranty relating to title, possession, quiet enjoyment, or the like in this disposition" is enough to disclaim them (UCC 9-610(f)). Expect it in the terms.
Contracts, leases and real estate. Article 9 overrides many anti-assignment clauses for creating a security interest in contracts, licenses and franchises (UCC 9-408(a), law.cornell.edu/ucc/9/9-408). But that security interest "is not enforceable against" the other party and "does not entitle the secured party to enforce the security interest" (UCC 9-408(d)(1), (6)). A lender's sale cannot make a landlord, franchisor or licensor accept you; get consent or a new agreement. Real estate must transfer separately. Employees and licenses follow the general warnings at the start of the chapter.
The section goes on to proceeds and the deficiency, friendly foreclosures, the main risks for a small buyer and an Article 9 checklist. Get the full Playbook →
What's free elsewhere, and what's new here
Most of what the Playbook draws on is public. We'd rather tell you that up front.
Free, and here's where
- The statutes and rules themselves: the Bankruptcy Code, the bankruptcy rules and UCC Article 9, at law.cornell.edu.
- Court dockets: searching CourtListener is free; docket alerts need a free account: 5 free alerts, plus 10 more with the free RECAP browser extension (CourtListener help, as of October 2026).
- PACER: $0.10 a page, waived if you spend $30 or less in a quarter (as of October 2026).
- SBA's lender rulebook (SOP 50 10) and the IRS's page on ROBS.
- Our free Sourcing Map, which chapters 1 and 2 expand.
New in the Playbook
- Each kind of sale walked through end to end, in plain English, in one place.
- How bidding works in each: procedures, deposits, credit bids, the hearing.
- How financing timelines fit, or don't, inside sale deadlines.
- Diligence specific to distressed sales.
- Five templates you can fill in this week.
One price. Instant download.
- US$39, one time. No subscription, nothing recurring.
- Instant download. After checkout you land on your download page; bookmark it, and it keeps working. If you lose the file, email us from the address you bought with and we'll re-send it.
- 30-day refund, no questions asked. Email support@lineupcompanies.com and we refund the full amount to your original payment method. Refund policy.
- Single-user license. For your own use; please don't share or repost it.
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Questions
Is this legal advice?
No. It's an informational guide to how these sales work, built from the statutes, court rules and agency pages it cites. It can't account for your state, your deal or your situation. Bring it to a licensed attorney and a CPA; the 30-day reading plan ends with exactly that.
Does it list businesses for sale right now?
No. It shows where each kind of sale is announced and how to watch those places yourself, mostly for free. We don't republish listings, and the Playbook makes no claim about how many sales you'll find or what they'll cost.
What about federal forfeiture and U.S. Marshals auctions?
Chapter 1 covers them honestly. The U.S. Marshals Service says the assets it manages include "commercial businesses" (usmarshals.gov), but its sales and Treasury's almost never include a running business. On August 21, 2026 we checked the U.S. Marshals online catalogs from one of its listed auctioneers and Treasury's forfeited real-estate auctions and found 0 going concerns: the listings were vehicles, vessels and real estate. A one-day check isn't a census, so recheck Treasury's auction page yourself. Operating businesses in distress mostly change hands through receivers, bankruptcy courts and lenders, which is where the Playbook spends its time.
Can I use an SBA loan in a court or lender sale?
Chapter 4 walks through how SBA 7(a) lending works under SBA's current lender rules (version and date cited, as of October 2026), and where its timeline can clash with a sale's deadlines. Whether a particular lender will finance a particular deal is up to that lender.
What if the deal is a stock sale, not an asset sale?
Most distressed sales are asset sales. Buying a company's stock can be a securities transaction, even when you buy all of it (the Supreme Court said so in Landreth Timber Co. v. Landreth, 1985). The Playbook flags this and sends stock deals to counsel.
Does it work for my state?
Bankruptcy and federal-court rules apply everywhere. Receiverships, Article 9 sales and assignments for the benefit of creditors run under state law, which varies. The Playbook explains the uniform rules, flags where states differ, and Chapter 2's 50-state and DC table links to each state's newspaper-notice site and statewide court search where one exists, and says when we couldn't find one.
Does Lineup get paid if I buy a business?
No. Lineup never accepts any fee, commission or thing of value that depends on an acquisition, financing or sale closing, from any party. The only payment Lineup receives for the Playbook is its $39 price.
How do I get the file, and what if I lose it?
Right after checkout, Stripe sends you to your download page. Bookmark it; it keeps working. If you lose the file, email support@lineupcompanies.com from the address you bought with and we'll re-send it.
How does the refund work?
Within 30 days of purchase, email us and ask. No reason needed. We refund the full $39 to the payment method you used; for a card, your bank usually shows the credit within 5 to 10 business days.
Can I share it with my search partner?
The license is for one person. If a partner or co-investor wants their own copy, they can buy one.
Will it be updated?
This is Version 1.0, dated October 2026. Every fact that can change carries its date and source link, so you can recheck it against the source at any time.
Who is Lineup?
Lineup is a trade name of GSA LLC, a private Iowa company. GSA LLC is not, and is not affiliated with, the U.S. General Services Administration or any government agency. Write to us at support@lineupcompanies.com.
P.S. The short version: the Playbook explains how receiver, bankruptcy, lender and ABC sales work, where they're announced, and how bidding, financing and diligence run inside them, with every rule cited. It's $39, it downloads instantly, and you have 30 days to ask for your money back for any reason. Get the Playbook →