New Jersey business transactions attorney, Harold I. Steinbach, explains how special rules and procedures must be followed when a bulk sale transaction takes place to ensure the purchaser is not held personally liable for any of the seller’s unpaid sales or use taxes.
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In New York if the seller was required to collect sales or use tax say it was in retail then you cannot close unless 10 days before the schedule close and the party’s file with the New York State tax department. The tax department wants to make sure that all the sales tax were collected and paid prior to closing. If you don’t do this, the buyer will even be responsible for sales tax for the pre closing period. So you have to file 10 days before, within 5 days you’ll get a response. They’ll either tell you you’re cleared to go or they’ll tell you hold everything, if you want to close you have to keep everything in escrow and then the seller needs to file any missing sales tax and pay its taxes.