Republic of the Philippines 
HOUSE OF REPRESENTATIVES 
Quezon City 
NINETEENTH CONGRESS 
First Regular Session 
HOUSE BILL NO. _______ 
Introduced by HON. GUS S. TAMBUNTING 
AN ACT  
REPEALING ACT NO. 3952, AS AMENDED BY REPUBLIC ACT NO. 111, OTHERWISE 
KNOWN AS THE BULK SALES LAW 
EXPLANATORY NOTE 
Professor Hector De Leon, a recognized expert in the field of Civil Law, writes in his commentary 
that “The Bulk Sales Law is designed to prevent the defrauding of creditors by the secret sale or 
disposal or mortgage in the bulk of all or substantially all of a merchant’s stock of goods”. He 
adds that “The general scheme of the law is to declare such bulk sales fraudulent and void as to 
creditors of the vendor, or presumptively so unless specified formalities are observed, such as 
the demanding and the giving of a list of creditors, the giving of actual or constructive notice to 
such creditors, by record or otherwise, and the making of an inventory”.  
Despite these good intentions, it seems that the Bulk Sales Law has been ineffective in protecting 
creditors. This can be shown by the number of foreign jurisdictions which have repealed their 
Bulk Sales Law. Richard Burt, an attorney based in California, noted how most states in the United 
States “have now repealed their bulk sales laws for the simple reason that the bulk sales law 
doesn’t do much to protect creditors”.  
It has become more of a trap for a buyer whose transaction may be voided due to non-compliance 
with the Bulk Sales Law. The possible victim-buyer would be left with a void transaction after 
having already paid the purchase price. Foreign businesses have also expressed concern about 
how the Bulk Sales Law adds difficulty to doing business in our country. Our own Department of 
Trade and Industry has expressed support for the repeal of this measure given its obsolescence. 
It is high time for Congress to repeal this outdated and unnecessary statute. 
On behalf of the people of Parañaque City’s Second District, and for the common good of the 
Filipino people, the approval of the said measure is earnestly sought. 
REP. GUS S. TAMBUNTING 
2nd District, Parañaque City 
September 19, 2022
1:30 pm
4950


Republic of the Philippines 
HOUSE OF REPRESENTATIVES 
Quezon City 
NINETEENTH CONGRESS 
First Regular Session 
HOUSE BILL NO. _______ 
Introduced by HON. GUS S. TAMBUNTING 
AN ACT  
REPEALING ACT NO. 3952, AS AMENDED BY REPUBLIC ACT NO. 111, OTHERWISE 
KNOWN AS THE BULK SALES LAW 
Be it enacted by the Senate and House of Representatives of the Philippines in Congress 
assembled: 
Section 1. Act No. 3952, “An Act to Regulate the Sale, Transfer, Mortgage or Assignment of 
Goods, Wares, Merchandise, Provisions or Materials, in Bulk, and Prescribing Penalties for the 
Violation of the Provisions thereof,” as amended by Republic Act No. 111, is hereby repealed. 
Section 2. All acts, executive orders, administrative orders, proclamations, rules, and regulations 
or parts thereof inconsistent with any provisions of this Act are hereby repealed or modified 
accordingly.  
Section 3. This Act shall take effect (15) days after its publication in the Official Gazette or at 
least two (2) national newspapers of general circulation. 
Approved, 
4950