Owner guide
Selling Commercial Property in NJ: The Bulk Sale Notice (C-9600)
When you sell a building you use for business or rent out, your buyer has to tell the State before closing. Here is what that notice is, who files it, the 10-business-day clock, and what it means for your proceeds.
Why your buyer cares
New Jersey’s bulk sale rule protects a buyer from inheriting the seller’s unpaid State taxes. If you sell business assets outside the ordinary course of business, the buyer must notify the Division of Taxation first. Real estate used for business or to produce income counts, and so does vacant land that is a business asset. Division of Taxation bulk sale FAQ
If the buyer skips the notice or files it late, it is a bulk sale violation and the buyer is held responsible for the seller’s unpaid State taxes. That is why buyers’ attorneys insist on it, even for a clean seller. bulk sale FAQ
Who files, and when
The buyer or the buyer’s attorney files. A filing by the seller does not protect the buyer.
The Division must receive Form C-9600 and a copy of the signed contract at least 10 business days before closing. Weekends and holidays do not count.
Delivery is by registered, certified or overnight mail. Hand delivery and fax are not accepted.
Filings received after 11:59 a.m. are treated as received the next business day.
There is no filing fee and no expedited service.
Sources: Form C-9600 · bulk sale FAQ
What comes back
The Division answers by first-class mail within 10 business days of receipt. The answer is usually one of these:
A clearance letter: no escrow is needed.
An escrow letter: the buyer holds back a set amount from your proceeds at closing.
A returns-required letter to the seller, listing returns to file or taxes to pay before the case is cleared.
An insufficient-notice letter, listing what is missing.
If the Division does not respond within the 10 business days, the buyer is not liable for the seller’s State taxes. The escrow can be larger than your net proceeds; the Tax Court has said it can even exceed the price. bulk sale FAQ · TB-60
What it means for you as the seller
The notice is the buyer’s job, but the escrow comes out of your money. Most delays we see start with something the seller could have fixed months earlier: a missed sales tax return from years ago, an old corporate filing, or a tax account that was never closed.
Before you list, ask your accountant whether every State return for the selling entity is filed and paid.
Have the selling entity’s New Jersey tax ID ready. The buyer can file without it, but the Division will then contact you, which adds time.
Build the 10 business days, plus mail time, into the closing date in the contract.
If an escrow letter comes back, ask the Division what it needs to reduce it. Filing missing returns and paying assessed amounts can lower it, and the balance is released once the Division issues a clearance letter.
Example numbers only: a Totowa flex building
The facts below are made up to show the timing. They are not a real property or an AcreX deal.
Say an LLC sells a small flex building in Totowa and the contract is signed on Friday, November 20, 2026. The buyer’s attorney sends Form C-9600 and the contract by overnight mail, and it is delivered Tuesday, December 1, before 11:59 a.m. Counting only business days, December 15 is the tenth business day after receipt, so the earliest closing date to plan on is mid-December, and many attorneys add a cushion for the mailed reply.
Now say the Division’s letter asks the buyer to hold $18,000 because the seller never filed two old quarterly sales tax returns. The closing can still happen with that amount held in escrow. Once the returns are filed and paid and a clearance letter arrives, the buyer’s attorney releases what is left.
Common questions from sellers
Foreclosure by sheriff’s deed does not need a notice; a deed in lieu of foreclosure on income property does.
A short sale of income property is covered, and the buyer should include the bank’s approval letter.
A one- or two-family home owned by individuals, estates or trusts is exempt. The exemption does not apply to businesses.
Selling the membership interests of an LLC that you own personally is not a bulk sale, because the LLC is not selling anything.
Source: bulk sale FAQ, real estate transactions
Where AcreX fits
We are brokers, not tax advisers. What we do is put the bulk sale timing into the plan at listing, so the closing date in the contract is realistic. See how to sell commercial property in NJ and our guide to the graduated transfer fee on commercial sales, the other State item that often surprises sellers at closing.
Owner questions
Does the bulk sale notice apply when I sell a rental building in NJ?
Yes, if the property is used for business or to produce income. The main exception is a one- or two-family home owned by individuals, estates or trusts.
How far ahead does the C-9600 have to be filed?
The Division must receive it, with the signed contract, at least 10 business days before the closing date. Filings received after 11:59 a.m. count as received the next business day.
Who pays the bulk sale escrow?
The buyer holds it back from the seller’s proceeds at closing. It is released to the seller once the Division confirms the seller’s State taxes are paid.
Talk to AcreX
Book a consultation with Jonathan Libock · Call (201) 694-6463 · jon@acrex.co
By Jonathan Libock, AcreX · General information, not tax or legal advice. Sources: NJ Division of Taxation, Bulk Sale Notification page, bulk sale FAQ (updated October 28, 2025), Form C-9600 and Technical Bulletin TB-60. Checked November 10, 2026.
AcreX Realty LLC, Licensed Real Estate Broker, 307 Bloomfield Ave, Caldwell, NJ 07006. Licensure does not imply endorsement. In New Jersey commissions are negotiable.