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XIII. SPECIAL LAWS: A. BULK SALES LAW (ACT. 3952) - Coggle Diagram

- - - - BSL INAPPLICABLE IF:
        
        WAIVER
        a. TRANSFEROR
        -PRODUCES & DELIVERS
        b. WAIVER
        -WRITTEN
        -FROM HIS CREDITORS
        -VERIFIED STATEMENTS
        Provided, however, That
        if such vendor, mortgagor, transferor or assignor,
        
        produces and delivers a
        written waiver of the provisions of this Act from his creditors as shown by verified statements,
        then, and in that case,
        the provisions of this section shall not apply.
        
        JUDICIAL PROCESS ACTORS:
        a. EXECUTORS/ADMINISTRATORS
        b. RECEIVERS
        c. ASSIGNEES
        d. INSOLVENCY
        e. PUBLIC OFFICERS
        Sec. 8. Nothing in this Act contained shall apply to executors, administrators, receivers, assignees in insolvency, or public officers, acting under judicial process.
    - - IF FOR CASH or CREDIT:
        DUTY TO DELIVER
        BEFORE PAYMENT
        Sec. 3. Statement of creditors. —
        It shall be the duty of
        every person who shall
        sell, mortgage, transfer, or assign any stock of goods, wares, merchandise, provisions or materials in bulk,
        for cash or on credit,
        before receiving from the vendee, mortgagee,
        or
        his, or its agent or representative
        any part of the purchase price thereof,
        or
        any promissory note, memorandum, or other evidence therefor,
        to deliver
        
        IF JURIDICAL
        TRANSFEREE'S
        
        IF CORP -> P/VP/T/S/M
        or
        if the vendee, mortgagee, or agent be a corporation,
        
        then to the president, vice-president, treasurer, secretary or manager of said corporation,
        or,
        
        PARTNERSHIP -> MEMBER
        if such vendee or mortgagee be a partnership firm, then to a member thereof,
        
        SWORN STATEMENT (SS)
        
        WRITTEN
        
        SWORN TO
        
        ALL CREDITORS'
        a. NAMES & ADDR
        b. AMT OF INDEBTEDNESS
        
        VERIFIED
        written statement,
        sworn to substantially as hereinafter provided,
        of the names and addresses of
        all creditors
        to whom said vendor or mortgagor may be indebted,
        together with the amount of indebtedness due or owing, or to become due or owing
        by said vendor or mortgagor
        to each of said creditors, which statement shall be verified by an oath to the following effect:
        
        VERIFIED STATEMENT:
        PHILIPPINE ISLANDS
        PROVINCE OR CITY OF _}
        Before me, the undersigned authority, personally appeared __ (vendor, mortgagor, agent or representative, as the case may be), bearing cedula No. __ issued at ___ on the day of _ who, by me being first duly sworn, upon his oath, deposes and states that the foregoing statement contains the names of all of the creditors of __ (vendor, or mortgagor) together with their addresses, and that the amount set opposite each of said respective names, is the amount now due and owing, and which shall become due and owing by _ (vendor or mortgagor) to such creditors, and that there are no creditors holding claims due or which shall become due, for or on account of goods, wares, merchandise, provisions or materials purchased upon credit or on account of money borrowed, to carry on the business of which said goods, wares, merchandise, provisions or materials are a part, other than as set forth in said statement.
        Subscribed and sworn to before me this ___ day of __, 19_, at __
        
        TRANSFEREE/AGENT
        to such vendee, mortgagee, or agent,
        
        SS SHALL BE
        BOC-REGISTERED
        Sec. 9. The sworn statement containing the names and addresses of all creditors of the vendor or mortgagor provided for in section three of this Act, shall be registered in the Bureau of Commerce.
        
        1 SS = 5 PESOS
        For the registration of each such sworn statement a fee of five pesos shall be charged to the vendor or mortgagor of the stock of goods, wares, merchandise, provisions or materials, in bulk.
        
        What if it's not registered?
      - FRAUDULENT & VOID SALE, TRANSFER, OR MORTGAGE
        
        VOID SALE
        IF RECEIPT W/O:
        
        SS; or
        
        SET-OFF
        a. DEBTS IN SS
        Sec. 4. Fraudulent and void sale, transfer or mortgage. —
        
        Whenever any person shall sell, mortgage, transfer, or assign any stock of goods, wares, merchandise, provisions or materials,
        in bulk, for cash or on credit, and
        shall receive any part of the purchase price, or any promissory note, or other evidence of indebtedness for said purchase price or advance upon mortgage,
        without having first delivered to the vendee or mortgagee or to his or its agent or representative, the sworn statement provided for in section three hereof, and
        without applying the purchase or mortgage money of the said property to the pro rata payment of the bona fide claim or claims of the creditors of the vendor or mortgagor,
        as shown upon such sworn statement,
        he shall be deemed to have violated this Act, and any such sale, transfer or mortgage shall be fraudulent and void.
        
        INVENTORY
        
        DUTY TO:
        Sec. 5. Inventory. —
        It shall be the duty of
        every vendor, transferor, mortgagor, or assignor,
        at least ten days before the sale, transfer or execution of a mortgage upon any stock of goods, wares, merchandise, provisions or materials, in bulk,
        
        FULL DETAILED INVENTORY
        a. 10 DAYS BEFORE TRANSFER
        b. PRESERVE THE SAME SHOWING:
        -QUANTITY
        -COST PRICE OF:
        --PER ARTICLE (As far as possible)
        to preserve the same showing
        
        to make a full detailed inventory thereof and
        the quantity and,
        so far as is possible with the exercise of reasonable diligence,
        the cost price to the vendor, transferor, mortgagor or assignor of each article to be included in the sale, transfer or mortgage, and
        
        NOTIFY:
        a. EVERY CREDITOR
        -IN SS
        b. 10 DAYS BEFORE TRANSFER POSSESSION
        c. PERSONAL or REGISTERED MAIL
        d. OF:
        -PRICE
        -T&Cs
        -TRANSFER
        [to] notify every creditor whose name and address is set forth in the verified statement of the vendor, transferor, mortgagor, or assignor,
        at least ten days before transferring possession thereof,
        personally or by registered mail,
        of the price, terms conditions of the sale, transfer, mortgage, or assignment.
        
        UNLAWFULS
        
        VIOLATIVE STATEMENT IF:
        
        WITHOUT NAMES OF ALL CREDITORS
        
        WITHOUT CORRECT AMOUNT DUE
        
        FALSE/UNTRUE
        Sec. 6.
        Any vendor, transferor, mortgagor or assignor
        of any stock of goods, wares, merchandise,
        provisions or materials,
        in bulk,
        OR
        any person acting for, or on behalf of any such vendor, transferor, mortgagor, or assignor,
        
        who shall knowingly or willfully make, or deliver or cause to be made or delivered,
        a statement, as provided for in section three hereof,
        which
        shall not include
        the names of all such creditors,
        with the correct amount due and to become due to each of them,
        OR
        shall contain any false or untrue statement,
        shall be deemed to have violated the provisions of this Act.
        
        NO/NOMINAL CONSIDERATION
        Sec. 7. It shall be unlawful for any person, firm or corporation, as owner of any stock of goods, wares, merchandise, provisions or materials, in bulk, to transfer title to the same without consideration or for a nominal consideration only.
        
        What about donations?
        Will this be construed as a donation?
        
        1 more item...
        
        What's the legal effect?
        Void? Or unlawful lang keme hehe
        
        REGISTRATION
        
        SS SHALL BE
        BOC-REGISTERED
        Sec. 9. The sworn statement containing the names and addresses of all creditors of the vendor or mortgagor provided for in section three of this Act, shall be registered in the Bureau of Commerce.
        
        1 SS = 5 PESOS
        For the registration of each such sworn statement a fee of five pesos shall be charged to the vendor or mortgagor of the stock of goods, wares, merchandise, provisions or materials, in bulk.
        
        What if it's not registered?
        
        QUASI-LEGISLATIVE
        POWERS
        
        IRR BY BOCI DIRECTOR
        (With Approval of Dept Head)
        Sec. 10. The provisions of this Act shall be administered by the Director of the Bureau of Commerce and Industry, who is hereby empowered, with the approval of the Department Head, to prescribe and adopt from time to time such rules and regulations as may be deemed necessary for the proper and efficient enforcement of the provisions of this Act.
        
        VIOLATION -> PUNISHMENT
        
        1 more item...