Winery License Transfer: TTB Permits, ABC Type 02 and Closing Steps
A winery license transfer is really several approvals, not one. The federal basic permit from the Alcohol and Tobacco Tax and Trade Bureau (TTB) can’t be sold or transferred to a new owner, so the buyer applies for its own, while California’s Type 02 winegrower license from the Department of Alcoholic Beverage Control (ABC) can be transferred, but only with ABC’s approval and, when money changes hands, through an escrow. Miss the federal 30-day deadline and the winery has to stop operating until TTB approves the new owner in writing.
Licenses don’t run with the land. Buying the vineyard, the building and the tanks doesn’t give you the right to make or sell wine, and how you structure the deal (buying the assets or buying the company) changes which filings you make. This guide sets out the federal and state steps, a closing timeline that coordinates them, and the points to cover in the purchase agreement. For the property side of a winery deal, start with our guide to buying a vineyard or winery property.
Asset purchase or entity purchase: which federal path applies
TTB treats two kinds of ownership change differently. A change in proprietorship happens when a new owner takes over the business, for example a new LLC that buys the winery’s assets. A change in control happens when the same legal entity keeps operating but its stock or membership interests change hands.
| Question | Change in proprietorship (asset purchase) | Change in control (stock or LLC interest purchase) |
|---|---|---|
| Who holds the permit after closing? | The buyer must qualify in the same manner as the proprietor of a new bonded winery | The same entity, but its basic permit isn’t transferable by reason of the change in control |
| What must be filed? | A new basic permit application, plus registration, bond and other qualifying documents, filed well in advance of the change | A new basic permit application and an amended Application to Establish and Operate Wine Premises (TTB Form 5120.25) |
| Deadline | Within 30 days of the change for the basic permit application | Within 30 days of the change |
| People on file | The new owner’s principals | A new member or stockholder with more than 10 percent who isn’t already on record files a Personnel Questionnaire (TTB Form 5000.9) |
| How to file | TTB recommends Permits Online for the new owner’s application | TTB recommends the Amended Application for Entity Information in Permits Online |
If you’re still deciding how to structure the purchase, our comparison of buying a winery business versus the real estate explains what each structure carries with it.
What the federal rules say about the basic permit
Under 27 CFR part 1, a basic permit is required to engage in producing or blending wine (section 1.21). Section 1.42 says the permittee must immediately notify TTB of any change in the ownership, management or control of the business.
Section 1.44 is the key one for a buyer. No basic permit may be leased, sold or otherwise voluntarily transferred. When a permit passes by operation of law, or control of the business is acquired, it terminates automatically 30 days later, unless an application for a new permit is filed within that period; then the existing permit stays in effect until TTB acts on the application.
TTB’s guidance adds a practical warning. A successor may keep operating if it files the new basic permit application within 30 days of the change, but if the new registration and bond aren’t approved, or the application isn’t filed in time, operations must stop until TTB approves in writing, and the predecessor’s permit terminates automatically. File early. TTB recommends filing in Permits Online; winery owners who originally qualified on paper can file the Application to Establish and Operate Wine Premises on TTB Form 5120.25.
California ABC: transferring the Type 02 winegrower license
ABC issues the Type 02 winegrower license to a business that has facilities and equipment for turning fruit into wine and actually produces wine. ABC says separate winegrower licenses are issued to each legal entity manufacturing wine under its own bonded winery permit, so the state license follows the federal one: a new owning entity needs its own TTB permit before its Type 02 can work.
The transfer itself
Business and Professions Code section 24070 says each license is separate and distinct and is transferable upon approval by the department, to another person or to other premises. Two further sections control how a sale is papered:
- Notice of intended transfer (section 24073). Before the transfer application is filed with ABC, the seller or buyer records a notice of the intended transfer with the county recorder. It names the parties, the license, the premises, the escrow holder and the price, with an itemized description of the consideration, and includes an agreement that the price will be paid only after ABC approves the transfer. A certified copy goes to ABC with the transfer application.
- Escrow (section 24074). When there’s a purchase price or other consideration, the parties must open an escrow with a neutral escrow holder before the application is filed, and the buyer deposits the full consideration. The escrow holder pays creditors who file claims in a set order: taxes first, then unpaid wages and benefits, secured creditors, mechanics’ liens, escrow, brokerage and attorney fees, suppliers and landlords, judgments, and then everyone else. If the seller disputes a claim, the escrow holder holds that amount for 25 days.
Buying the company instead
Section 24071.1 covers corporations and limited partnerships. When a person or group acquires 50 percent or more of a corporation’s shares, the license is treated as transferred to the corporation “as newly constituted,” ABC investigates before the transfer, and the new owners of 50 percent or more must meet the qualifications for that license. The statute sets a $335 transfer fee for licenses other than on-sale and off-sale general licenses, which can be adjusted, so check ABC’s current fee schedule. Ask ABC or your attorney how an LLC membership change will be handled, since the section speaks to corporations and limited partnerships.
Temporary permits
Section 24045.5 lets ABC, at its discretion, issue a temporary permit to the transferee while a person-to-person transfer at the same premises is pending. The conditions include that the premises operated under the license within the prior 30 days, that the license has been surrendered under ABC’s rules and that the buyer has filed the transfer application, with a $100 fee. A temporary permit lasts up to four calendar months and can be extended once for four more. It’s discretionary, so don’t build a closing that depends on getting one.
A closing timeline that keeps the winery running
- Letter of intent. Choose between an asset purchase and an entity purchase, and list every approval: TTB basic permit and registration, bond, ABC license, county use permit, labels and any custom-crush or alternating-proprietor arrangements.
- Due diligence. Get copies of the seller’s TTB permit and registration, the ABC license and any accusations or conditions on it, the county use permit and its conditions of approval, and production and excise tax records. Our winery due diligence checklist lists what to request.
- Prepare the federal filings. Form the buying entity, gather personnel information and start the TTB application, registration and bond in Permits Online well before closing.
- Open the license escrow and record the notice. Open the escrow required by section 24074, record the notice of intended transfer under section 24073, then file the ABC transfer application with the certified notice.
- Close the property and business. Coordinate the real estate escrow with the license escrow. The consideration for the license is paid only after ABC approves the transfer, so decide in the contract what happens if the property closes first.
- Watch the 30-day federal clock. Confirm that TTB has the new basic permit application within 30 days of the change in proprietorship or control, and don’t operate under a new registration or bond until TTB approves it.
- After closing. Update labels and approvals, notify suppliers and distributors, and keep the seller cooperating on any open TTB or ABC questions.
Diamond may refer you to partners we work with, such as escrow officers and alcohol beverage attorneys; you’re free to choose any provider.
Labels, brands and production arrangements
Labels need their own plan. TTB’s November 2019 newsletter listed changes that always require a new certificate of label approval (COLA), including a change in the brand name and in the actual bottler. If your entity will be the bottler named on the label, budget time for new COLAs, and confirm with TTB or your attorney how the seller’s existing approvals can be used.
Buy the brand deliberately. The purchase agreement should assign trademarks, label artwork, domain names, wine club and customer lists, and any distribution agreements, since none of these move with a license.
Check who else makes wine on the premises. ABC notes that federal rules let one winegrower use another’s equipment, an arrangement called an alternating proprietorship. Each proprietor holds its own permits, so read our guide to custom crush and alternating proprietorships before you assume the facility’s capacity is all yours.
County use permits are a separate question
A TTB permit and an ABC license let a business make and sell wine. The county use permit governs what the property may be used for: production volume, visitation, tasting, events and hours. It’s a land-use approval, not a license, and it has its own conditions of approval.
Ask the county planning department to confirm the permit’s status, the approved production and visitation limits, and any open compliance matters, then read the conditions yourself. Our guides to the Napa County winery use permit and Sonoma County winery use permits cover the local rules, and our winery valuation guide explains why permitted capacity and visitation drive price.
What to put in the purchase agreement
- Conditions to closing: ABC approval of the license transfer and, if possible, TTB approval of the buyer’s permit, registration and bond, or a clear plan for operating within the 30-day rule.
- Price allocation: how the price splits among real estate, equipment, inventory, brand and license, since section 24074 requires the application to itemize the consideration.
- Creditor claims: how claims paid through the license escrow are handled against the seller’s proceeds.
- Seller cooperation: signatures, records and access needed for TTB and ABC, during escrow and after closing.
- Inventory: a count of bulk and cased wine at closing, and who bears tax and compliance obligations for wine removed before and after the change.
- Interim operations: who operates, under whose permit, between signing and approvals, and what happens if an approval is denied.
Sellers should start pulling the same records before listing; our page on selling a vineyard or winery covers preparation.
Questions people ask
Does a winery license transfer with the property?
No. The federal basic permit can’t be sold or voluntarily transferred, so a new owner applies for its own. The California Type 02 license can be transferred only with ABC’s approval, and buying the land alone gives you neither.
Can the winery keep operating after the sale closes?
Under TTB’s guidance, the successor may continue if it files a new basic permit application within 30 days of the change, and the predecessor’s permit stays in effect until TTB acts. If the new registration and bond aren’t approved, or the application is late, operations must stop until TTB approves in writing.
What changes if I buy the LLC or corporation instead of the assets?
Federally, a change in control still requires a new basic permit application and an amended winery application within 30 days. In California, acquiring 50 percent or more of a corporation’s shares is treated as a license transfer to the newly constituted corporation, with an ABC investigation.
Is an escrow required for an ABC license transfer?
Yes, when there’s a purchase price or other consideration. Section 24074 requires the escrow to be opened, and the full consideration deposited, before the transfer application is filed.
Can I get a temporary ABC permit while the transfer is pending?
Possibly. Section 24045.5 lets ABC issue a temporary permit for up to four months, extendable once, but it’s at ABC’s discretion and has conditions, including surrender of the license.
Do I need new label approvals?
Often. TTB lists a change in brand name or in the actual bottler among changes that always require a new COLA. Confirm with TTB or your attorney how existing approvals apply to your structure.
If you’re buying or selling an operating winery, we can coordinate the property side of the deal with your attorney’s licensing timeline. See our vineyard and winery properties page or read our longer guide to buying a vineyard or winery, then contact Diamond to talk through a specific property.
This is general information, not legal or tax advice; talk to a California alcohol beverage attorney or tax adviser about your situation.
Sources & notes
- TTB: Change in proprietorship or control (wine), updated January 9, 2026
- eCFR: 27 CFR part 1, subpart C (sections 1.21, 1.42, 1.44)
- California ABC: License types (Type 02 winegrower)
- California Legislature (via California Public Law): Business and Professions Code section 24070
- California Legislature (via California Public Law): Business and Professions Code section 24071.1
- California Legislature (via California Public Law): Business and Professions Code section 24073
- California Legislature (via California Public Law): Business and Professions Code section 24074
- California Legislature (via California Public Law): Business and Professions Code section 24045.5
- TTB: Weekly newsletter, November 15, 2019 (changes that require a new COLA)
Statute text was read on California Public Law because the Legislature’s site was unreachable; confirm current text at leginfo.legislature.ca.gov. Fees change, so check ABC’s current fee schedule before relying on any figure.
Last reviewed October 2026 by Matthew Martinez.
