ABC-211-A Instructions

General Information

• Type or print clearly in black or blue ink only (do not use red)
• If you need more space for signatures, use Item #24.
• Acronyms or form numbers used in these instructions:
  • BPC – Business & Professions Code
  • CCR –  California Code of Regulations
  • ABC-209 –  Application Withdrawal
  • ABC-211 – Application for Alcoholic Beverage License
  • ABC-226 – Statement Re Consideration Deposited in Escrow
  • ABC-227 –  Notice of Intended Transfer
  • ABC-227-A –  Notice of Intended Transfer of Retail Alcoholic Beverage License under Section 24071.1 or 24071.2 California Business and Professions Code
  • ABC-280 –  Temporary Permit
  • ABC-283 –  Information Concerning Temporary Permits
• The renewal fee will be collected on any transfer application within 60 days prior to the expiration date of the seller’s license at the discretion of the Department.
• The seller should report any mailing address changes to the District Office.

Instructions

District Office (Item 1) — Enter the ABC District Office that has jurisdiction over the license being transferred.
License Number (Item 2) — List the license to be transferred, e.g., 48-12345.
Transaction Type (Item 3) — Check the box for the type of transaction:
– Exchange
– Person to Person Transfer (transfer of an existing license to a new owner)
– Premises to Premises Transfer (transfer of an existing license to a new location)
– Other (if Other is selected, enter the Transaction Type on the line provided)
Seller’s Name (Item 4) — Enter the name of the seller. For a general partnership, the names of the individual partners. For limited partnership, limited liability company, or a corporation, the name of the entity.
Buyer’s Name (Item 5) — Enter the name of the buyer. For a general partnership, the names of the individual partners. For limited partnership, limited liability company, or a corporation, the name of the entity.
Existing Premises Address (Item 6) — Enter the address of the business where the license is now issued.
Seller’s Business Mailing Address (Item 7) — Enter the address where you wish to receive mail. May be different from the premises address. Business and mailing addresses are public information and are available to the public. Please consider this, especially when listing a mailing address.
Seller’s Phone Number (Item 8) — Enter the seller’s telephone number.
Seller’s Email Address (Item 9) — Enter the seller’s email address.
Does the seller authorize the Buyer to request a Temporary Permit to operate the licensed premises during the transfer waiting period? (Item 10) — Select yes or no. If yes, complete Items 11 through 16 and then complete the rest of the form. If no, skip to Seller’s Certification to continue with the form.
The temporary permit (Form ABC-280) is good for 120 days and allows the Buyer to operate the licensed premises during the transfer waiting period. To qualify for the permit, the premises must have been operating under a license within 30 days of filing the application for a temporary permit. The surrendered license will be automatically canceled upon transfer to the temporary permittee. See Form ABC-283 for more information about temporary permits. (Section 24045.5 BPC.)
Renewal Due Date (Item 11) — Enter the date license renewal is due.
Last Date of Operation by the Seller (Item 12) — Enter the date of the last day of operation by the seller.
Date the Seller’s License Can Be Surrendered (Item 13) — Enter the date that the seller’s license can be surrendered.
Date the Buyer Can Begin Operating with a Temporary Permit (Item 14) — Enter the date that the buyer can begin operating with a Temporary Permit. Initial Temporary Permits are valid for 120 days.
Printed Name (Item 15) — Enter the printed name of the seller to the ABC-211-A itself.
Signature of Seller for Temporary Permit (Item 16) — Enter the signature of the seller and date signed. Only one signature is required. All signatures must be witnessed by an ABC employee or notarized in accordance with laws of the state where signed.
Seller’s Certification — Read the certification. If you are signing on behalf of a deceased spouse or domestic partner anywhere on this form, you must check the box in this section, then enter your name and their name. A certified copy of the death certificate must be provided.
Sole Owner
Complete Printed Name, Signature, and Date Signed (Item 17) — Enter the complete printed name (first name, middle name, last name), signature, and date of signing. All signatures must be witnessed by an ABC employee or notarized in accordance with laws of the state where signed.
General Partnership — For a general partnership, each of the partners must sign (e.g., husband and wife).
Complete Partner’s Printed Name, Signature, and Date Signed (Item 18) — Enter the complete printed name (first name, middle name, last name), signature, and date of signing for each general partner. If signing on behalf of an entity, write the name of the entity in parentheses after the printed name. All signatures must be witnessed by an ABC employee or notarized in accordance with laws of the state where signed.
Limited Partnership — For a limited partnership, each of the general partners must sign. Limited partners do not need to sign.
Complete Partner’s Printed Name, Signature, and Date Signed (Item 19) — Enter the complete printed name (first name, middle name, last name), signature, and date of signing for each general partner. If signing on behalf of an entity, write the name of the entity in parentheses after the printed name. All signatures must be witnessed by an ABC employee or notarized in accordance with laws of the state where signed.
Corporation — Two officers of the corporation must sign, one from each of the following categories: (a) The chairperson of the board, the president, or a vice president; and (b) the secretary, assistant secretary, chief financial officer, or assistant treasurer. If only one corporate officer
exists, they must sign twice, once in each category.
Complete Printed Name, Signature, and Date Signed (Item 20) — Enter the complete printed name (first name, middle name, last name), signature, and date of signing for each officer. If signing on behalf of an entity, write the name of the entity in parentheses after the printed name. Check the appropriate Title box for the person who signed. All signatures must be witnessed by an ABC employee or notarized in accordance with laws of the state where signed.
Limited Liability Company — For a limited liability company that is managed by its members, the form must be signed by each member or by an officer authorized by the articles of organization or the operating agreement to bind the company. For a limited liability company that is managed by a manager or managers, the form must be signed by the manager or managers or by an officer authorized by the articles of organization or the operating agreement to bind the company. Information must match California Secretary of State records exactly and Operating Agreement, if applicable.
The Limited Liability Company is member-run (Item 21) — Select yes or no. If yes, skip to Item 23. If no, complete Item 22.
Name of Designated Manager, Managing Member, or Designated Officer (Item 22) — Enter the name of the Designated Manager, Managing Member, or Designated Officer.
Complete LLC Member’s Printed Name, Signature, and Date Signed (Item 23) — Enter the complete printed name (first name, middle name, last name), signature, and date of signing for each LLC Member signing. If signing on behalf of an entity, write the name of the entity in parentheses after the printed name. All signatures must be witnessed by an ABC employee or notarized in accordance with laws of the state where signed.
Additional Signatures (Item 24) — Enter the complete printed name (first name, middle name, last name), signature, and date of signing for any additional signatures. All signatures must be witnessed by an ABC employee or notarized in accordance with laws of the state where signed. If you are signing on behalf of a deceased spouse or domestic partner anywhere on this form, you must check the box, then enter your name and their name in the “Seller’s Certification” section. A certified copy of the death certificate must be provided.

Miscellaneous Information

Waiting Period

By law the license cannot transfer for at least 30 days. Applications that have been protested can take up to 95 days or longer. Other things can add to delays. These may include: (a) Missing or incorrect documents, (b) Missing or incorrect fees, (c) Liens placed against escrow by the California Department of Tax and Fee Administration, Franchise Tax Board, Employment Development Department, cities and counties, local health departments; or (d) The premises is under construction and not yet ready to operate.

Unavailability of Sellers

Deceased or Incompetent Licensee — The privileges of the licensee may be exercised by any person acting on behalf of a deceased or incompetent licensee or the estate for a specified period or until an administrator, executor, etc., is appointed. (Section 23102 BPC.)
Administrators, executors, guardians, surviving partners, trustees, and receivers may sign the Form ABC-211-A on behalf of a deceased Seller.
A certified copy of the death certificate must be provided. (Rule 60, CCR.)

Abandoned Partnership Interests.
Each general partner must sign the Form ABC-211-A unless ABC is satisfied by affidavit or otherwise that one or more partners have abandoned their interest in the business for at least six consecutive months immediately preceding the application. In this case, the remaining partners or any other person with a power of attorney may sign. A partner shall have abandoned their interest in the licensed business if they make an oral or written declaration to that effect, or if all of the following conditions exist: (1) They cannot be found or located; (2) They have taken no active part in the operation or management of the licensed business; and (3) They have not received any income directly or indirectly from the licensed business. (Rule 60(l), CCR.)

Denied or Withdrawn Transfer Application

If the transfer application is denied or withdrawn: (a) If the Seller intends to resume operation of the licensed business he must request the return of the surrendered license and establish that there has been no change in the ownership or the qualifications of the licensed premises. (b) If the Seller does not intend to resume operation of the licensed business and does not request return of the surrendered license, then the Department will proceed to hold the license under the provisions of Rule 65. The effective date of the Rule 65 surrender will be the date of application, denial, or withdrawal. All licenses surrendered will be automatically revoked if the renewal fees are not paid.

A transfer application withdrawal (Form ABC-209) may be signed by one person representing the applicant or one person representing the Seller. Whenever a withdrawal is signed by only a Seller or Buyer, the District staff will send a letter to both. Note: A Seller may not be the sole signer to withdraw an application approved under Section 24044 BPC (premises under construction).

Refund of Fees— If the application is denied, or if the application is withdrawn, there will be a non-refundable application fee as specified in Section 23320 B&P. The balance of the license fee paid is credited on any taxes then due from the applicant, and the remaining portion is refunded. The refund of license fees will be made payable to the entity shown on the ABC-211 unless acceptable documentation is provided showing that another entity has paid the license fees. (Sections 23959 and 24761 BPC and Part 14 [Section 32001, et seq.,] Division 2,
Revenue and Taxation Code or the Sales and Use Tax Law.)

Amended or Corrected Applications
Any additional application to amend or correct an application requires withdrawal and re-filing. Examples of circumstances requiring withdrawal
and re-filing include change in ownership from that indicated, or a change from a person-to-person transfer to include a premises-to-premises transfer.

Escrow Requirements

If there is any purchase price or consideration in connection with the transfer of the business, an escrow must be established before filing a license transfer application with ABC. Consideration includes cash, checks, promissory notes, or other items of value, which have been agreed to be paid to the Seller for the license, inventory, fixtures, household interest, realty, good will, covenant not to compete, or other property connected with the licensed business.

The full amount of the purchase price or consideration must be placed in escrow. Escrow agreements must provide for payment only after the
transfer of the license is approved by ABC. The applicant, within 30 days of application, shall furnish ABC with a statement that the purchase price or consideration has been deposited in escrow (Form ABC-226). The applicant shall also submit a copy to the Seller and a copy to the escrow
holder. (Sections 24071.1, 24072, 24074, 24074.1, 24074.3 and 24075 BPC.)

Notice of Intended Transfer

In cases where an applicant is transferring an existing ABC license, the applicant must obtain a Notice of Intended Transfer (Form ABC-227) certified by the County Recorder in the county where the licensed premises are located. The document is needed at the time of filing the application with ABC. There are exceptions (see below). (Sections 24073 and 24075 BPC.)

Corporations, limited liability companies and limited partnerships use Notice of Intended Transfer (Form ABC-227-A) for any transfer involving a stock or ownership change of 50% or more. (Sections 24071.1 and 24071.2 BPC.)

Exceptions for Notice and Escrow

A recorded Notice of Intended Transfer and escrow are not required for a transfer application made by an executor, administrator, or other person mentioned in Section 24075 BPC.