Sale and use tax liabilities often transfer between companies during acquisitions. Most states have a "Bulk Sale Filing" requirement which enables the purchasing business to get a tax clearance certificate directly from the state. This clearance holds the purchaser harmless for any of the seller's sales and use tax issues or potential problems.

Without making a timely Bulk Sale Filing, the purchasing business can be held liable for the selling business's sales and use tax liabilities and errors. Even if these errors have not yet been discovered by the state! Often this transferee liability can equal the total amount paid to purchase the business from the seller. And while the seller may have indemnified you, the state has the right to come directly to you for the monies due.

We will work with your business to insure that you are protected from all of the seller's sales and use tax liabilities and potential liabilities. In addition, we will make recommendations as far as how to structure a transaction to minimize the sales and use taxes due on the assets being acquired.

Note: Nothing on this website should be interpreted to be legal, tax, or accounting advice. Every business or person should obtain detailed advice as applied to a specific transaction or hypothetical fact pattern.