Cal. Codes » Civil Code / DIVISION 4. GENERAL PROVISIONS / PART 2. SPECIAL RELATIONS OF DEBTOR AND CREDITOR / TITLE 2. VOID AND VOIDABLE TRANSFERS AND UNDERTAKINGS / CHAPTER 2. Conveyance of Personal Property Without Delivery
California Codes

Cal. Civil Code § 3440.1 (2026)

Conveyance of Personal Property Without Delivery

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This chapter does not apply to any of the following:

(a)Things in action.

(b)Ships or cargoes if either are at sea or in a foreign port.

(c)The sale of accounts, chattel paper, payment intangibles, or promissory notes governed by the Uniform Commercial Code, security interests, and contracts of bottomry or respondentia.

(d)Wines or brandies in the wineries, distilleries, or wine cellars of the makers or owners of the wines or brandies, or other persons having possession, care, and control of the wines or brandies, and the pipes, casks, and tanks in which the wines or brandies are contained, if the transfers are made in writing and executed and acknowledged, and if the transfers are recorded in the book of official records in the office of the county recorder of the county in which the wines, brandies, pipes, casks, and tanks are situated.

(e)A transfer or assignment made for the benefit of creditors generally or by an assignee acting under an assignment for the benefit of creditors generally.

(f)Property exempt from enforcement of a money judgment.

(g)Standing timber.

(h)Subject to the limitations in Section 3440.3, a transfer of personal property if all of the following conditions are satisfied:

(1)Before the date of the intended transfer, the transferor or the transferee files a financing statement, with respect to the property transferred, authorized in an authenticated record by the transferor. The financing statement shall be filed in the office of the Secretary of State in accordance with Chapter 5 (commencing with Section 9501) of Division 9 of the Commercial Code, but may use the terms “transferor” in lieu of “debtor” and “transferee” in lieu of “secured party.” The provisions of Chapter 5 (commencing with Section 9501) of Division 9 of the Commercial Code shall apply as appropriate to the financing statement.

(2)The transferor or the transferee publishes a notice of the intended transfer one time in a newspaper of general circulation published in the public notice district in which the personal property is located, if there is one, and if there is none in the public notice district, then in a newspaper of general circulation in the county in which the personal property is located. The publication shall be completed not less than 10 days before the date the transfer occurs. The notice shall contain the name and address of the transferor and transferee and a general statement of the character of the personal property intended to be transferred, and shall indicate the place where the personal property is located and a date on or after which the transfer is to be made.

(i)Personal property not located within this state at the time of the transfer or attachment of the lien if the provisions of this subdivision are not used for the purpose of evading this chapter.

(j)A transfer of property that (1) is subject to a statute or treaty of the United States or a statute of this state that provides for the registration of transfers of title or issuance of certificates of title and (2) is so far perfected under that statute or treaty that a bona fide purchaser cannot acquire an interest in the property transferred that is superior to the interest of the transferee.

(k)A transfer of personal property in connection with a transaction in which the property is immediately thereafter leased by the transferor from the transferee provided the transferee purchased the property for value and in good faith pursuant to subdivision (c) of Section 10308 of the Commercial Code.

(l)Water supply property, as defined in Section 849 of the Public Utilities Code.

(m)A transfer of property by any governmental entity.

(n)For the purposes of this section, publication of notice in a public notice district is governed by Chapter 1.1 (commencing with Section 6080) of Division 7 of Title 1 of the Government Code.

Notes of Decisions
Cited in 8 cases, 1958–1996 · leading case: Monastra v. Konica Bus. MacHines, U.S.A., Inc., 43 Cal. App. 4th 1628 (Cal. Ct. App. 1996).
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Monastra v. Konica Bus. MacHines, U.S.A., Inc., 43 Cal. App. 4th 1628 (Cal. Ct. App. 1996). · cites it 3× “(Civ. Code, § 3440.1, subd. (h).) . The Bulk Sales Act applies to sales, not in the ordinary course of business, of more than half of the seller’s inventory and equipment, by sellers whose principal business is the sale of inventory from stock, including those who manufacture…”
Lyons v. Sec. Pac. Nat'l Bank, 40 Cal. App. 4th 1001 (Cal. Ct. App. 1995). “(Civ. Code, § 3440.1, subd. (d).) 6 For much the same reasons the trial court sustained the Yuroseks’ demurrer, summary judgment was properly granted the Bank on count 2 for conspiracy to interfere with prospective economic advantage.”
Jeffery v. Volberg, 324 P.2d 964 (Cal. Ct. App. 1958). · cites it 2× “A few days thereafter, appellants informed respondent that they did not want the stock as they had been advised that they could not get good title thereto unless respondent recorded and published notice of the intended sale as required by the so-called “bulk sales law” (Civ.…”
Bank of West v. Com. Credit Fin. Servs., Inc., 655 F. Supp. 807 (N.D. Cal. 1987). “Cal.Civ.Code § 3440.1 (West Supp.1987). Commercial Credit seeks to avoid the transfer of accounts, which are things in action.”
Aggregates Associated, Inc. v. Packwood, 375 P.2d 425 (Cal. 1962). “67, Packwood actually expended in the *592 payment of Smith’s creditors $5,914 and actually received less than that amount, $5,872.”
Nicholson v. McDonald, 193 Cal. App. 2d 675 (Cal. Ct. App. 1961). · cites it 2× “The sale was conducted in compliance with the requirements of the Bulk Sales Law (Civ. Code, § 3440.1). During the period of publication, McDonald made no claim.”
Black & White Cattle Co. v. Granada Cattle Servs., Inc., 783 F.2d 1454 (9th Cir. 1986). “Where a person having sold goods continues in possession of the goods, or of negotiable documents of title to the goods, and such retention of possession is fraudulent in fact or is deemed fraudulent under any rule of law, a creditor or creditors of the seller may treat the sale…”
Smith v. Comm'r, 21 T.C.M. 664 (Tax Ct. 1962). “The provisions of California Civil Code, section 3440.1 , protect the creditors of a bulk seller, but in noway affect the finality of a bulk sale as between the seller and purchaser.”
Cal. Civil Code § 3440.1(h)(1): 1 case
Black & White Cattle Co. v. Granada Cattle Servs., Inc., 783 F.2d 1454 (9th Cir. 1986). “Where a person having sold goods continues in possession of the goods, or of negotiable documents of title to the goods, and such retention of possession is fraudulent in fact or is deemed fraudulent under any rule of law, a creditor or creditors of the seller may treat the sale…”
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