Bill of Sale

Bill of Sale

Drafts a jurisdiction-aware U.S. Bill of Sale transferring personal property ownership from seller to buyer.

Prerequisites

Collect before drafting:

1. Property — type, make, model, year, serial/VIN/HIN, condition, mileage (vehicles)
2. Parties — full legal names, addresses, capacity (individual or entity)
3. Terms — purchase price, payment method, deposit, closing/delivery date
4. Condition basis — as-is or seller warranty (scope and duration)
5. Jurisdiction — state of sale (governs notarization, witnesses, title transfer)
6. Lien status — existing liens, security interests, or encumbrances

Document Sections

Draft in this order:

Property-Type Addenda

Workflow

- [ ] Collect all prerequisites from client
- [ ] Identify property type and select applicable addenda
- [ ] Draft document sections in order above
- [ ] Apply jurisdiction-specific execution requirements (notarization, witnesses)
- [ ] If as-is: make disclaimer conspicuous (bold, caps, or set apart) per UCC § 2-316
- [ ] If entity seller: confirm signatory authority (corporate resolution or operating agreement)
- [ ] If multi-asset: attach itemized Exhibit A, incorporate by reference
- [ ] Flag sales/use tax obligation to buyer (do not advise on tax liability)
- [ ] Review for scope creep — bill of sale should not double as security agreement or financing statement

Pitfalls

• Odometer disclosure: Federal law requires written disclosure for most vehicles under 10 model years old — include or attach the federal form [VERIFY current requirements]
• Notarization: Required by some states for vehicle title transfers (AL, LA, MD, MT, NH, WV, WY) [VERIFY per state DMV] — flag based on jurisdiction
• Witnesses: Several states require one or two witnesses on personal property transfers — confirm per jurisdiction
• As-is conspicuousness: UCC § 2-316 requires as-is disclaimers be conspicuous to disclaim implied warranties — failure to set apart risks unenforceability
• Firearms: Never draft a bill of sale that bypasses federally required FFL dealer involvement for regulated transfers
• Scope: Keep bills of sale clean — draft security agreements and financing statements separately