Closing-risk guide

Selling a cross-border trucking company.

A trucking company's safety record and authority live on numbers that cannot be sold separately. Deal structure decides whether they come with the business.

By Spencer Gareiss, Delta BrokersLast reviewed November 12, 2026

Quick answer

FMCSA says a USDOT number belongs to the same legal person forever and may not be sold. So the structure decides what a buyer gets. In a stock sale, the company keeps its USDOT number, operating authority, safety record and insurance relationships, and the new owners update FMCSA's records. In an asset sale, the buyer's company needs its own USDOT number and authority (or an approved transfer of authority), new insurance filings, a new BOC-3, its own drug and alcohol program and new driver files. Cross-border work adds CTPAT, FAST and Mexico-domiciled carrier rules, and the safety rating and CSA data often drive price as much as the trucks do.

  • FMCSA: a USDOT number may not be sold; a new legal entity needs its own number.
  • Stock sales keep the number, authority and safety history with the company.
  • MC authority transfer rules conflict between eCFR text and FMCSA's FAQ; confirm with FMCSA.
  • MCS-90 endorsements and BMC-91 filings are issued in the carrier's exact name.
  • An Unsatisfactory safety rating can be grounds to deny an authority transfer.

The USDOT number does not move with the trucks

FMCSA's guidance on selling a USDOT or MC number is plain: a USDOT number belongs to the same legal person forever and may not be sold. When a corporation is sold, the company keeps its number and the new owners update FMCSA's records. When a new entity continues the business, or the seller dissolves, the continuing company needs its own USDOT number. Registration and biennial updates run through the Unified Registration System in 49 CFR Part 390, Subpart E.

That is why structure matters so much in trucking:

  • Stock or membership interest sale: the carrier entity, its USDOT number, its authority, its safety rating and its CSA history stay intact. The buyer inherits the record, good and bad, along with the company's liabilities.
  • Asset sale: the buyer gets trucks, trailers, customers and possibly drivers, but its own company needs a USDOT number and authority, new insurance filings and a new process agent filing. The buyer starts without the seller's safety record, which can make shipper approvals and insurance harder.

Watch the line between a legitimate asset sale and a reincarnated carrier. Under 49 CFR 386.73, FMCSA can act against a carrier that continues an existing carrier's operations with substantial continuity, including shared ownership, management, drivers, equipment, insurance or customers. A clean, documented arm's length deal is the protection.

MC operating authority: confirm the current process with FMCSA

For-hire interstate carriers need operating authority (the MC number). The transfer rules in 49 CFR Part 365, Subpart D, as currently printed in the eCFR, describe filing Form OP-FC-1 at least 10 days before a transfer is consummated, with transfers subject to FMCSA approval and a filing fee. The transferee certifies its safety rating and insurance, and certifies that it is not domiciled in Mexico or owned or controlled by persons of Mexico. An Unsatisfactory safety rating can be grounds to deny a transfer (49 CFR 365.409).

FMCSA's own FAQ on ownership changes describes a different, simpler process: it says these transactions no longer require FMCSA approval before completion, that FMCSA records the transfer through an Ask FMCSA request, and that authority shows inactive until the new owner's insurance and BOC-3 are on file. Because the published rule text and the agency FAQ do not match, confirm the current process with FMCSA before you sign. FMCSA has also discussed eliminating MC numbers in favor of the USDOT number alone; as of this review, its registration modernization FAQ describes that as under consideration for a future proposed rule, not in effect.

Mexico-domiciled carriers and the border commercial zone

Many Rio Grande Valley carriers interchange freight with Mexico-domiciled carriers or have Mexican affiliates, so buyers ask which authority covers what:

  • A Mexico-domiciled for-hire carrier that wants to operate beyond the border commercial zones applies on Form OP-1(MX) with a BOC-3, under 49 CFR Part 365, Subpart E. It must pass a pre-authorization safety audit before provisional authority (49 CFR 365.507), may not carry domestic point-to-point freight in the U.S. (49 CFR 365.501(b)), and must report changes within 30 days (49 CFR 365.509).
  • A Mexico-domiciled carrier that stays inside the commercial zones operates under a certificate of registration under 49 CFR Part 368.
  • Cameron, Hidalgo, Starr and Willacy counties form one commercial zone for these purposes (49 CFR 372.237).

A Mexico-domiciled carrier's authority is its own. If your company's value depends on a Mexican affiliate's authority, or the buyer is Mexican-owned, have counsel review the structure early, including the transferee certification in Part 365, Subpart D.

BOC-3 and insurance filings

Every carrier designates process agents for each state where it operates on Form BOC-3 (49 CFR Part 366). Minimum financial responsibility is set in 49 CFR 387.9: $750,000 for for-hire carriage of general freight in vehicles of 10,001 pounds or more, $1,000,000 for oil and most hazardous materials, and $5,000,000 for certain bulk and high-hazard materials. The MCS-90 endorsement is issued in the exact name of the motor carrier (49 CFR 387.15), and for-hire carriers keep BMC-91 or 91X filings on file with FMCSA (49 CFR 387.301 and 387.303). In an asset sale, the buyer's company needs its own policy and filings in its own name before it runs a load. In a stock sale, read the policy for change-of-control terms and notify the insurer.

Drivers: CDLs move with the driver, compliance does not

A CDL is issued to the driver by the state of domicile (49 CFR 383.23), so drivers keep their licenses through a sale. But in an asset sale, drivers become employees of a new motor carrier, and the employer duties restart:

  • A full pre-employment query of the FMCSA Drug and Alcohol Clearinghouse (49 CFR 382.701(a)).
  • A pre-employment drug test (49 CFR 382.301(a)), unless the narrow exception in 382.301(b) applies.
  • A new driver qualification file for each driver (49 CFR 391.51), including a motor vehicle record inquiry (49 CFR 391.23).

Also review each driver's license status against recent federal changes. FMCSA's non-domiciled CDL final rule (91 FR 7044, effective March 16, 2026) narrowed who may hold a non-domiciled CDL, and English language proficiency is a driver qualification under 49 CFR 391.11(b)(2). A fleet that loses drivers on day one loses value.

CTPAT and FAST for cross-border lanes

Cross-border carriers that use FAST lanes depend on CBP programs that are tied to companies and drivers, not trucks. CBP's FAST fact sheet says every link in the chain, from manufacturer to carrier to driver to importer, must participate in CTPAT, and CBP has stated that on the southern border the Mexican manufacturer must also be certified. FAST cards belong to individual drivers and are not transferable. CTPAT highway carrier eligibility includes an active cross-border operation, a staffed office, a SCAC and a USDOT number. CBP's CTPAT FAQ tells a member going through a merger to contact its assigned supply chain security specialist. In an asset sale, expect the buyer to apply for its own CTPAT membership, which takes time.

Safety rating as a valuation driver

FMCSA safety ratings are Satisfactory, Conditional, Unsatisfactory or unrated (49 CFR 385.3). CSA's Safety Measurement System uses inspection and crash data from the last two years, grouped into seven BASICs and updated monthly. Buyers, shippers, brokers and insurers all read these numbers. A clean record with a Satisfactory rating supports a stock deal at a better price; a Conditional rating, high out-of-service rates or crash history pushes buyers toward asset deals, lower multiples or escrows. For intrastate Texas work, TxDMV credentials and insurance filings are separate, and TxDMV notes the certificate is not transferable between carriers registered as sole proprietors.

For valuation mechanics, see how to value a trucking company.

How Delta takes the licensing risk out of the closing

Delta Brokers works from McAllen, on the lanes that run through Pharr, Hidalgo and Laredo. On a trucking sale we pull the FMCSA record, CSA data, insurance filings, CTPAT status and driver files before going to market, then recommend a structure that keeps the authority and safety history working for you. We are not a law firm; your transportation counsel should confirm each filing. See also logistics businesses we sell.

Talk to us before you sign a letter of intent

A free, confidential consultation with a Delta partner. We will map the licensing, transfer and financing steps for your business and tell you plainly where the closing risk sits.

This guide is general information, not legal advice. Delta Brokers is a business brokerage, not a law firm, and nothing here creates an attorney-client relationship. Rules and agency practice change; confirm every requirement with the agency named and with your own attorney before you act. Last reviewed November 12, 2026.

Sources

Primary sources reviewed November 12, 2026
  1. FMCSA, Can I sell my USDOT# or MC#?
  2. FMCSA, How do I notify FMCSA of my operating authority ownership change?
  3. FMCSA, Registration Modernization FAQs
  4. FMCSA, Mexico Long-Haul Program
  5. FMCSA CSA, How the Safety Measurement System works
  6. 49 CFR Part 365, Rules governing applications for operating authority (eCFR)
  7. 49 CFR Part 366, Designation of process agent (eCFR)
  8. 49 CFR Part 368, Certificate of registration for Mexico-domiciled carriers (eCFR)
  9. 49 CFR 372.237, Cameron, Hidalgo, Starr and Willacy Counties, TX (eCFR)
  10. 49 CFR Part 382, Controlled substances and alcohol use and testing (eCFR)
  11. 49 CFR 385.3, Definitions, safety ratings (eCFR)
  12. 49 CFR 386.73, Operating authority and reincarnated carriers (eCFR)
  13. 49 CFR Part 387, Minimum levels of financial responsibility (eCFR)
  14. 49 CFR Part 391, Qualifications of drivers (eCFR)
  15. Federal Register, Non-domiciled CDL final rule (91 FR 7044)
  16. CBP, FAST fact sheet
  17. CBP, CTPAT Highway Carriers
  18. CBP, CTPAT FAQs
  19. TxDMV, TxDMV Number

Selling in the Rio Grande Valley? See the Valley seller guide for this industry, with buyer types, pricing, a prep checklist and a sale-readiness scorecard, or browse all seller guides by industry.

More closing-risk guides

FAQ

Frequently asked questions

Can I sell my MC number or USDOT number?
Not by itself. FMCSA says a USDOT number belongs to the same legal person forever and may not be sold. A buyer can acquire the company that holds the number through a stock or membership interest sale.
Stock sale or asset sale for a trucking company?
A stock sale keeps the USDOT number, authority, safety rating and CSA history with the company, along with its liabilities. An asset sale gives the buyer a clean entity but requires a new USDOT number, authority, insurance filings, BOC-3 and driver compliance. The right answer depends on the safety record and liabilities.
Does FMCSA have to approve an MC authority transfer?
The eCFR text of 49 CFR Part 365, Subpart D describes an OP-FC-1 filing and FMCSA approval, while FMCSA's FAQ says prior approval is no longer required and the transfer is recorded on request. Confirm the current process with FMCSA before closing.
Can the buyer keep using the seller's insurance?
Not in an asset sale. The MCS-90 endorsement is issued in the exact name of the motor carrier (49 CFR 387.15), so a new entity needs its own policy and filings. In a stock sale, check the policy's change-of-control terms.
Do drivers need new drug tests after the sale?
If drivers move to a new employer, as in an asset sale, the new carrier must run a full Clearinghouse pre-employment query (49 CFR 382.701(a)) and generally a pre-employment drug test (49 CFR 382.301).
Does CTPAT transfer to the buyer?
CTPAT membership is company specific. CBP's FAQ tells a member going through a merger to contact its assigned supply chain security specialist. In an asset sale, plan for the buyer to apply on its own.
Do you sell trucking companies in McAllen, Pharr and Laredo?
Yes. Delta Brokers is based in McAllen and represents carriers across the Rio Grande Valley and Texas. Call or text (956) 658-1446 for a free, confidential consultation.