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 presented​ 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 doesn't include a sale conducted by a bankruptcy trustee or a court-appointed receiver.

Since 2008 it has been 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.

Requirements for a Going out of Business Sale

A person or business may not sell, of​fer 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.

You 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.

If a going out of business sal​e 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.

What Not to Do

The law prohibits certain activities when conducting a going out of business sale. Review the going out of business sale law (PDF) - Senate Bill 684.

  • 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.

Is Your Business Competitor Conducting a Sham Sale?

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. There are steps you can take, however.

1. Verify the fa​cts.

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.

2. File a l​awsuit.

You can file a lawsuit to stop another person in the same market from conducting a sham sale if you have reason to believe the other person is conducting a sham sale. The court may provide such equitable relief as it deems necessary or proper.

3. 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. You can file a complaint​ online.

Going out of Business Sale - Terms and Definitions

Affiliated Busin​ess

Affiliated business refers to 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

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.
  • Another description suggesting price reduction due to the imminent closure of the business.

Going out of business sale do​es not include a sale conducted by a bankruptcy trustee or a court-appointed r​​eceiver.

Merchandise

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

Notice of I​ntent

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 S​ale

Sham sale means conducting a going out of business sale when the business is not really closing down. Instead, the intent is to continue with the same or a similar​ business in the same location or at a location within the relevant market.​​