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Oregon Secretary of State
136 State Capitol
Salem  OR 97301

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255 Capitol St. NE, Ste 151
Salem Oregon 97310-1327
503 986 2200

Going Out of Business Sale

A going out of business sale means a sale or auction advertised or held out to the public as the disposal of merchandise in anticipation of cessation of business. Including but not limited to a sale or auction advertised or held out to the public as a going out of business sale; closing out sale; quitting business sale; loss of lease sale; must vacate sale; liquidation sale; bankruptcy sale; sale to prevent bankruptcy; or another description suggesting price reduction due to the imminent closure of the business. A going out of business sale does not include a sale conducted by a bankruptcy trustee or a court-appointed receiver.
Effective January 1, 2008 - The Oregon Legislature passed a new law that makes it illegal to conduct an endless going out of business sale, also known as a "sham sale". In addition, any business that holds or advertises a going out of business sale, must file a notice of the sale with the Secretary of State.
Click a link below to:
File a new going out of business-notice of intent
Search, View, and Print an existing going out of business-notice of intent filing
Review the going out of business sale law (Senate Bill 684)
Learn what is required to conduct a going out of business sale?
Learn what is not allowed when conducting a going out of business sale?
Learn what can be done when a business competitor is conducting a sham sale?
Review going out of business sale - terms and definitions

Learn what is required to conduct a going out of business sale?
A person or business may not sell, offer for sale or advertise for sale merchandise at a going out of business sale unless the person has filed a notice of intent with the Secretary of State. File a notice of intent.

A person must display a copy of the notice of intent filed with the Secretary of State in a prominent place on the premises where the going out of business sale is being conducted. Print a filed notice of intent.

If a going out of business sale is conducted as part of a bankruptcy, receivership or other court-ordered action, display the court order or judgment ordering the sale in a prominent place on the premises where the going out of business sale is being conducted in lieu of filing a notice of intent with the Secretary of State.

Learn what is not allowed when conducting a going out of business sale?
Do not conduct a going out of business sale for more than 90 days from the beginning date of the sale listed on the notice of intent.

Do not conduct a going out of business sale beyond the ending date listed on the notice of intent.

Do not conduct more than one going out of business sale per year. Wait one year after the ending date listed on the notice of intent before conducting another going out of business sale.

Do not conduct a going out of business sale in violation of a court order. To proceed with a going out of business sale when an owner or merchandise to be sold is subject to a court order resulting from a civil enforcement action under the Oregon Unlawful Trade Practices Act, ORS 646 could result in legal action and civil penalties of up to $25,000.00 dollars per violation.

Do not transfer new merchandise to the sale. A person intending to conduct a going out of business sale may not transfer merchandise from an affiliated business or business location to the location of the sale.

Do not buy or accept new merchandise for the sale. A person, after filing a notice of intent, may not buy or order merchandise, take merchandise on consignment or receive a transfer of merchandise from an affiliated business or business location for the purpose of selling the merchandise at the sale or sell such merchandise in a going out of business sale.

Learn what can be done when a business competitor is conducting a sham sale?
Please note that the Secretary of State is only allowed to accept and publish notice of intent filings, we cannot investigate, or order a business to stop a sham sale.

First verify the facts - Check to see if the business has filed a going out of business-notice of intent. Print a filed notice of intent and compare information with the copy posted at the sale location. Document the start and end dates of the sham sale, and any purchase, acceptance, or transfer of new merchandise to the sale location, if known. Consider your legal options below.

File a lawsuit - A person may bring an action in an appropriate court to enjoin another person in the same relevant market from conducting a sham sale if the person reasonably believes the other person is conducting a sham sale. The court may provide such equitable relief as it deems necessary or proper.

File a complaint - The Oregon Attorney General is responsible for enforcing Oregon's Unlawful Trade Practices Act. Conducting a sham sale is a violation of the Unlawful Trade Practices Act. File a complaint online at http://www.doj.state.or.us/finfraud/concompform.shtml

Review going out of business sale - terms and definitions
Affiliated business - means a business or business location that is directly or indirectly controlled by, or under common control with, the business location listed in the notice of a going out of business sale or that has a common ownership interest in the merchandise to be sold at the business location listed in the notice of the sale.

Going out of business sale - means a sale or auction advertised or held out to the public as the disposal of merchandise in anticipation of cessation of business, including but not limited to a sale or auction advertised or held out to the public as a:

          • going out of business sale,
          • closing out sale,
          • quitting business sale,
          • loss of lease sale,
          • must vacate sale,
          • liquidation sale,
          • bankruptcy sale,
          • sale to prevent bankruptcy, or
          • another description suggesting price reduction due to the imminent closure of the business.

	Going out of business sale does not include a sale conducted by a bankruptcy trustee or a court-appointed receiver.

Merchandise - means goods, wares or other property or services capable of being the object of a sale regulated under sections 1 to 6 of this 2007 Act.

Notice of intent - means a notice filed with the Secretary of State that a person intends to conduct a going out of business sale.

Sham sale - means a going out of business sale, conducted with the intent to continue the same or a similar business in the same location or at a location within the same relevant market but that is a sale that is represented as being conducted due to a cessation of business.