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Registry

Bulk Sales Law by State: Tax Clearance Certificates and Notice Deadlines (2026)

A registry of the tax-side bulk sale rules in all 50 states and D.C., read from statutes, rules and revenue department forms, with the lead times a seller should plan around.
Primary data
SMBB registry of state bulk sale and tax successor rules (hand-coded from official texts)
Data period
Rules in force as published on 2026-10-28
Latest release used
2026-10-28
Next release
Quarterly recheck, next due 2027-01-28
Geography
50 states and the District of Columbia
Sources
63 (60 Tier 1)
Short answer

Our bulk sales law by state review of official texts for 51 jurisdictions found that a buyer can inherit a seller's unpaid state taxes in 44 of them unless money is withheld or a clearance is obtained. Ten require notice before closing, with a median of 10 days; Indiana requires 45 days.

44 of 51jurisdictions where a buyer can be exposed to the seller's unpaid state taxes (86.3 percent)[51][4][41][48]
10 daysmedian notice before closing among the 10 jurisdictions that require one[41][45][55][24][37][17]
45 daysIndiana's notice deadline since 2024, 4.5 times the median[19]
11 of 19jurisdictions with a written agency deadline that allow the agency 60 days or more to answer a clearance request[51][21][4][57]

Bulk sale and tax successor rules, 51 jurisdictions

Checked quarterly. Last checked 2026-10-28. Entries are neutral records of public data; each links to its source record.

JurisdictionRule as coded from the official textDateEvidenceSource
AlabamaBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes (certificate of good standing). Citation: Ala. Code 40-23-25 and 40-23-82 (per Alabama DOR FAQ). Confidence: clear text.2026-10-28agency recordRecord
AlaskaBuyer exposure: no (no state sales tax). Notice: no pre-closing deadline. Clearance: none found. Citation: Alaska Office of the State Assessor, Alaska Sales Tax Information. Confidence: clear text.2026-10-28agency record (archived copy)Record
ArizonaBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: A.R.S. 42-1110. Confidence: clear text.2026-10-28agency recordRecord
ArkansasBuyer exposure: not found. Notice: no pre-closing deadline. Clearance: none found. Citation: none found. Confidence: not found.2026-10-28agency recordRecord
CaliforniaBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: Cal. Rev. & Tax. Code 6811, 6812; Cal. Com. Code 6105. Confidence: clear text.2026-10-28agency record (archived copy)Record
ColoradoBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: C.R.S. 39-26-117(1)(d)-(e). Confidence: clear text.2026-10-28agency record (archived copy)Record
ConnecticutBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: Conn. Gen. Stat. Sec. 12-424. Confidence: clear text.2026-10-28agency recordRecord
DelawareBuyer exposure: no (no sales tax). Notice: no pre-closing deadline. Clearance: yes (income tax clearance, not a bulk sale rule). Citation: Delaware Division of Revenue, Certificate of Tax Clearance page. Confidence: clear text.2026-10-28agency recordRecord
District of ColumbiaBuyer exposure: yes. Notice: 15 days before closing. Clearance: none found. Citation: District of Columbia Bulk Sales Act (per OTR guidance). Confidence: clear text.2026-10-28agency record (archived copy)Record
FloridaBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: Fla. Stat. 213.758 (former 212.10 repealed in 2012, absent from the 2026 statutes). Confidence: clear text.2026-10-28agency recordRecord
GeorgiaBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes (Tax Clearance Certificate). Citation: O.C.G.A. 48-8-46 (sales tax); 48-7-106 (withholding tax). Confidence: clear text.2026-10-28agency record (archived copy)Record
HawaiiBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes (Certificate of Director of Taxation on G-8A). Citation: HRS 237-43 (per Form G-8A instructions). Confidence: clear text.2026-10-28agency recordRecord
IdahoBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes (statement of amount due). Citation: Idaho Code 63-3628. Confidence: clear text.2026-10-28agency record (archived copy)Record
IllinoisBuyer exposure: yes. Notice: 10 business days before closing. Clearance: yes (bulk sales release). Citation: 35 ILCS 120/5j. Confidence: clear text.2026-10-28agency record (archived copy)Record
IndianaBuyer exposure: yes. Notice: 45 days before closing. Clearance: yes (tax clearance letter, valid 60 days). Citation: Indiana DOR successor liability guidance (statute effective Jan. 1, 2024). Confidence: clear text.2026-10-28agency recordRecord
IowaBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes (certified statement of no delinquent tax). Citation: Iowa Code 423.33(2) and 421.28. Confidence: clear text.2026-10-28agency recordRecord
KansasBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes (receipt). Citation: K.S.A. 79-3612. Confidence: clear text.2026-10-28agency recordRecord
KentuckyBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: KRS 139.670 and 139.680. Confidence: clear text.2026-10-28agency recordRecord
LouisianaBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes (Letter of Good Standing). Citation: La. R.S. 47:308 and 47:337.21; LAC 61:I.4357. Confidence: clear text.2026-10-28agency recordRecord
MaineBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: 36 M.R.S. 177(6). Confidence: clear text.2026-10-28agency recordRecord
MarylandBuyer exposure: yes. Notice: 10 days before closing. Clearance: none found. Citation: Md. Code Tax-Gen. 11-505 and 13-802; Com. Law 6-105, 6-107. Confidence: clear text.2026-10-28agency recordRecord
MassachusettsBuyer exposure: yes (asset lien, corporations). Notice: 5 days before closing. Clearance: yes (lien waiver; certificate of good standing). Citation: M.G.L. c. 62C, s. 51. Confidence: interpretation needed.2026-10-28agency record (archived copy)Record
MichiganBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: MCL 205.27a(1). Confidence: clear text.2026-10-28agency record (archived copy)Record
MinnesotaBuyer exposure: yes. Notice: 20 days before closing (only if a tax lien is filed). Clearance: none found. Citation: Minn. Stat. 270C.57, subd. 2. Confidence: clear text.2026-10-28agency recordRecord
MississippiBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes (tax clearance letter). Citation: Miss. Admin. Code Title 35, Part IV, 1.08.101 to 102 (under Miss. Code 27-65 et seq.). Confidence: clear text.2026-10-28agency recordRecord
MissouriBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: RSMo 144.150. Confidence: clear text.2026-10-28agency recordRecord
MontanaBuyer exposure: yes (chapter 68 tax only). Notice: no pre-closing deadline. Clearance: yes (statement that tax is not due). Citation: Mont. Code Ann. 15-68-808. Confidence: interpretation needed.2026-10-28agency recordRecord
NebraskaBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes (tax clearance, $25 fee). Citation: Neb. Rev. Stat. 77-2707 (also 77-27,110 transferee liability for income and withholding tax). Confidence: clear text.2026-10-28agency record (archived copy)Record
NevadaBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: NRS 360.525. Confidence: clear text.2026-10-28agency record (archived copy)Record
New HampshireBuyer exposure: not found. Notice: no pre-closing deadline. Clearance: none found. Citation: RSA 78-A (searched). Confidence: not found.2026-10-28agency record (archived copy)Record
New JerseyBuyer exposure: yes. Notice: 10 business days before closing. Clearance: yes (clearance or escrow letter). Citation: N.J.S.A. 54:50-38; N.J.S.A. 54:32B-22(c). Confidence: clear text.2026-10-28agency recordRecord
New MexicoBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: NMSA 1978 7-1-61 (per ACD-31096). Confidence: clear text.2026-10-28agency recordRecord
New YorkBuyer exposure: yes. Notice: 10 days before closing. Clearance: yes (AU-197.1 release). Citation: N.Y. Tax Law 1141(c); Tax Bulletin ST-70 (TB-ST-70). Confidence: clear text.2026-10-28agency recordRecord
North CarolinaBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes (statement from the Secretary). Citation: N.C. Gen. Stat. 105-164.38. Confidence: clear text.2026-10-28agency record (archived copy)Record
North DakotaBuyer exposure: not found. Notice: no pre-closing deadline. Clearance: none found. Citation: N.D.C.C. ch. 57-39.2 (searched). Confidence: not found.2026-10-28agency recordRecord
OhioBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: Ohio Rev. Code 5739.14. Confidence: clear text.2026-10-28agency record (archived copy)Record
OklahomaBuyer exposure: yes (permit denial). Notice: no pre-closing deadline. Clearance: no formal certificate found (information request under OAC 710:65-9-7). Citation: OAC 710:65-9-4 and 710:65-9-7 (under 68 O.S. 1364). Confidence: interpretation needed.2026-10-28agency recordRecord
OregonBuyer exposure: no (no general sales tax). Notice: no pre-closing deadline. Clearance: none found. Citation: Oregon Department of Revenue, Sales Tax in Oregon. Confidence: clear text.2026-10-28agency recordRecord
PennsylvaniaBuyer exposure: yes. Notice: 10 days before closing. Clearance: yes. Citation: 72 P.S. 1403 (Fiscal Code Sec. 1403). Confidence: clear text.2026-10-28agency recordRecord
Rhode IslandBuyer exposure: yes (sale void as against the state). Notice: 5 business days before closing. Clearance: yes (letter of good standing). Citation: R.I. Gen. Laws 44-11-29. Confidence: clear text.2026-10-28agency record (archived copy)Record
South CarolinaBuyer exposure: yes (asset lien). Notice: no pre-closing deadline. Clearance: yes (certificate of compliance). Citation: S.C. Code 12-54-124. Confidence: clear text.2026-10-28agency recordRecord
South DakotaBuyer exposure: not found. Notice: no pre-closing deadline. Clearance: none found. Citation: SDCL ch. 10-45 and 10-59 (searched). Confidence: not found.2026-10-28agency recordRecord
TennesseeBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: Tenn. Code Ann. 67-6-513 (also 67-4-721 business tax, 57-4-303 liquor-by-the-drink). Confidence: clear text.2026-10-28agency record (archived copy)Record
TexasBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: Tex. Tax Code Sec. 111.020. Confidence: clear text.2026-10-28agency recordRecord
UtahBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: Utah Code 59-12-112 (amended 2025, ch. 302, eff. May 7, 2025). Confidence: clear text.2026-10-28agency recordRecord
VermontBuyer exposure: yes. Notice: 10 days before closing. Clearance: none found. Citation: 32 V.S.A. 3260. Confidence: clear text.2026-10-28agency recordRecord
VirginiaBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: Va. Code 58.1-629. Confidence: clear text.2026-10-28agency recordRecord
WashingtonBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: RCW 82.32.140. Confidence: clear text.2026-10-28agency recordRecord
West VirginiaBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes (receipt). Citation: W. Va. Code 11-10-11(f). Confidence: clear text.2026-10-28agency record (archived copy)Record
WisconsinBuyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: Wis. Stat. 77.52(18). Confidence: clear text.2026-10-28agency record (archived copy)Record
WyomingBuyer exposure: yes (narrow). Notice: no pre-closing deadline. Clearance: yes. Citation: W.S. 39-15-103(c)(iv). Confidence: interpretation needed.2026-10-28agency recordRecord

Reading the bulk sales law by state registry: three ways a buyer inherits tax debt

Every row in the registry answers one question: can the state collect the seller's unpaid sales or similar taxes from the buyer? In 44 of 51 jurisdictions the answer in the official text is yes.

Bulk sale: A sale of all or a major part of a business's inventory, equipment or other assets outside the ordinary course of business. Thresholds differ: Florida and Indiana use more than 50 percent, Pennsylvania 51 percent or more.

Successor liability: A rule that makes the buyer (the successor) answer for the seller's unpaid state taxes, usually up to the purchase price, if the buyer does not withhold money or obtain a clearance.

Clearance certificate: A receipt, certificate, letter or statement from the tax agency showing that the seller's taxes are paid or stating the amount due. Names vary: tax clearance certificate, letter of good standing, certificate of no tax due.

The registry sorts the buyer's exposure into three mechanisms. In 40 jurisdictions the purchaser is personally liable. In 4 the state reaches the assets or the deal instead: South Carolina makes unpaid tax a lien on the assets in the purchaser's hands, Massachusetts gives the state a lien on a corporation's assets, Rhode Island treats an unnoticed sale as void against the state, and Oklahoma denies the buyer a sales tax permit until the seller's tax is paid.

How a buyer is exposed to the seller's unpaid taxes, 51 jurisdictions Download CSV
How the buyer is exposedJurisdictionsAbbreviations
Purchaser personal liability40AL, AZ, CA, CO, CT, DC, FL, GA, HI, IA, ID, IL, IN, KS, KY, LA, MD, ME, MI, MN, MO, MS, MT, NC, NE, NJ, NM, NV, NY, OH, PA, TN, TX, UT, VA, VT, WA, WI, WV, WY
No provision found4AR, ND, NH, SD
Asset lien, void sale or permit denial4MA, OK, RI, SC
No state general sales tax3AK, DE, OR

Coded from one official text per jurisdiction; see registry.csv for citations.

Source: [51][48][44][33] Texas Legislative Council; South Carolina Legislature; Oregon Department of Revenue; North Dakota Legislative Branch

How the buyer is exposed, count of jurisdictions

51 jurisdictions coded from official text

How the buyer is exposed, count of jurisdictionsBar chart: 40 jurisdictions make the purchaser personally liable for the seller's unpaid taxes, 4 use an asset lien, void sale or permit denial, 3 have no state general sales tax and in 4 no successor provision was found.010.020.030.040.050.0jurisdictions40.0Purchaser personalliability4No provision found4Asset lien, void sale orpermit denial3No state general salestax

Source: SMBB registry, checked 2026-10-28

Caps differ. Texas, Connecticut, Kentucky and Wisconsin limit liability to the purchase price. North Carolina uses the greater of the price or the fair market value. Michigan limits a non-compliant buyer to the fair market value of the business less proceeds applied to superior secured debts. Kansas uses the value of the property received. Where the text sets no cap, the registry says so.

This report covers tax rules only. Whether a business broker needs a license to handle the sale is covered in our business broker license by state registry.

Ten jurisdictions demand a filing before closing, and Indiana's 45 days is the longest

10 jurisdictions require a notice to the tax agency before the closing date. The median deadline is 10 days; Indiana's is 4.5 times that.

Pre-closing tax notice deadlines (11 jurisdictions) Download CSV
JurisdictionDeadline as writtenCalendar-day equivalentRuleFormCitation
Indiana45 days45Notice of Transfer in Bulk filed with DOR at least 45 days before the transferNotice of Transfer in Bulk (filed through INTIME)Indiana DOR successor liability guidance (statute effective Jan. 1, 2024)
Minnesota20 days20Successor notifies the commissioner at least 20 days before possession or payment, only if a state tax lien is on fileNo form number in the source openedMinn. Stat. 270C.57, subd. 2
District of Columbia15 days15Purchaser notifies OTR by certified mail 15 days before taking possessionNo form number in the source openedDistrict of Columbia Bulk Sales Act (per OTR guidance)
Illinois10 business days14Purchaser files Form CBS-1 no later than 10 business days before the saleCBS-1, Notice of Sale, Purchase, or Transfer of Business Assets35 ILCS 120/5j
New Jersey10 business days14Division must receive Form C-9600 and contract at least 10 business days before closingC-9600, Notification of Sale, Transfer, or Assignment in BulkN.J.S.A. 54:50-38; N.J.S.A. 54:32B-22(c)
Maryland10 days10Transferee's bulk transfer notice (Comptroller copy) at least 10 days before possession or paymentNo form number in the source openedMd. Code Tax-Gen. 11-505 and 13-802; Com. Law 6-105, 6-107
New York10 days10Purchaser files Form AU-196.10 at least 10 days before paying or taking possessionAU-196.10, Notification of Sale, Transfer, or Assignment in BulkN.Y. Tax Law 1141(c); Tax Bulletin ST-70 (TB-ST-70)
Pennsylvania10 days10Seller gives the Department of Revenue 10 days' notice before completing the transferREV-181, Application for Tax Clearance Certificate (item 12e Bulk Sale Clearance Certificate)72 P.S. 1403 (Fiscal Code Sec. 1403)
Vermont10 days10Buyer notifies the Commissioner at least 10 days before possession or paymentNo form number in the source opened32 V.S.A. 3260
Rhode Island5 business days7Entity notifies the tax administrator at least 5 business days before selling the major part of assetsNo form number in the source openedR.I. Gen. Laws 44-11-29
Massachusetts5 days5Corporation notifies the Commissioner at least 5 days before selling substantially all assetsNo form number in the source openedM.G.L. c. 62C, s. 51

Minnesota's 20 days applies only when a state tax lien has been filed. Business days converted at 5 business days = 7 calendar days.

Source: [19][28][8][17][37][41][45][55][24][23][47] Indiana Department of Revenue; Minnesota Office of the Revisor of Statutes; District of Columbia Office of Tax and Revenue; Illinois General Assembly; New Jersey Division of Taxation; New York State Department of Taxation and Finance; Pennsylvania General Assembly; Vermont General Assembly; Maryland General Assembly; The General Court of Massachusetts; Rhode Island General Assembly

Days of notice before closing, by jurisdiction

Calendar-day equivalent; business days converted at 5 = 7

Days of notice before closing, by jurisdictionHorizontal bar chart: Indiana requires 45 days of notice before a bulk transfer, Minnesota 20 days when a tax lien is filed, the District of Columbia 15, Illinois and New Jersey 10 business days (about 14 calendar days), New York, Pennsylvania, Vermont and Maryland 10 days, Rhode Island 5 business days and Massachusetts 5 days.daysIndiana45.0Minnesota20.0District of Columbia15.0Illinois14.0New Jersey14.0Maryland10.0New York10.0Pennsylvania10.0Vermont10.0Rhode Island7Massachusetts5

Source: state statutes and revenue department guidance, checked 2026-10-28; SMBB coding

The deadlines are written in different units, and the difference matters on a calendar. New Jersey and Illinois count 10 business days, which is about two calendar weeks without holidays. Rhode Island counts 5 business days. New York, Pennsylvania, Vermont and Maryland count 10 days, Massachusetts 5 days and the District of Columbia 15 days.

Who files also differs. In New York, New Jersey, Illinois, Vermont, Maryland and the District of Columbia the duty sits with the buyer. In Pennsylvania and Rhode Island the selling entity gives the notice; in Massachusetts the corporation or any person in interest does. Indiana's notice must include a purchase agreement signed by both parties, and the seller must approve the release of its tax information.

Minnesota is a special case: a successor must give 20 days' notice only if a state tax lien has already been filed against the seller. It is shown in the chart but left out of the count of mandatory notice states.

Hardware store counter and inventory shelves before opening
Illustrative photograph. Generated image, not a specific project.

The tax agency's answer can take 60 to 90 days, far longer than any filing deadline

Where a statute, rule or form puts a deadline on the agency (19 jurisdictions), the median maximum is 60 days, 6.0 times the median filing deadline.

How long the tax agency may take to answer a clearance request (19 jurisdictions) Download CSV
JurisdictionAgency maximum (calendar days)Rule as writtenCitation
Florida90Audit route: 90 days after records are made availableFla. Stat. 213.758 (former 212.10 repealed in 2012, absent from the 2026 statutes)
Kentucky9060 days after request or records available; 90 days maximumKRS 139.670 and 139.680
Nevada9060 days after request or records available; 90 days maximumNRS 360.525
Texas9060 days after request or records available; 90 days maximumTex. Tax Code Sec. 111.020
Wisconsin9060 days after request or records available; 90 days maximumWis. Stat. 77.52(18)
California6060 days after the latest of request, sale date, or records made availableCal. Rev. & Tax. Code 6811, 6812; Cal. Com. Code 6105
Connecticut6060 days after written requestConn. Gen. Stat. Sec. 12-424
Idaho6030 days after inquiry or records available; 60 days maximumIdaho Code 63-3628
Michigan6060 days after request, with seller's confidentiality waiverMCL 205.27a(1)
Nebraska6060 days after written request or records made availableNeb. Rev. Stat. 77-2707 (also 77-27,110 transferee liability for income and withholding tax)
New Mexico6030 days; 60 days if an audit is openedNMSA 1978 7-1-61 (per ACD-31096)
Missouri2115 business days after requestRSMo 144.150
Indiana20Clearance letter within 20 days after a complete noticeIndiana DOR successor liability guidance (statute effective Jan. 1, 2024)
Minnesota2020 days after receipt of the successor's noticeMinn. Stat. 270C.57, subd. 2
Arizona1515 days after the seller's requestA.R.S. 42-1110
Tennessee1515 days to flag an incorrect seller affidavitTenn. Code Ann. 67-6-513 (also 67-4-721 business tax, 57-4-303 liquor-by-the-drink)
Illinois14Withholding order within 10 business days after notice35 ILCS 120/5j
New Jersey14Response within 10 business days of the noticeN.J.S.A. 54:50-38; N.J.S.A. 54:32B-22(c)
New York7AU-196.2 claim or AU-197.1 release within 5 business daysN.Y. Tax Law 1141(c); Tax Bulletin ST-70 (TB-ST-70)

Statutory or published maximums, not observed processing times. In most of these states a missed deadline releases the buyer from the withholding duty.

Source: [51][21][40][57][11][7][4][27][34][16][39][29][19][28][3][50][17][37][41] Texas Legislative Council; Kentucky General Assembly; Nevada Legislature; Wisconsin Legislature; The Florida Legislature (Online Sunshine); Connecticut General Assembly; California Department of Tax and Fee Administration; Michigan Legislature; Nebraska Legislature; Idaho Legislature; New Mexico Taxation and Revenue Department; Missouri Revisor of Statutes; Indiana Department of Revenue; Minnesota Office of the Revisor of Statutes; Arizona State Legislature; Tennessee Department of Revenue; Illinois General Assembly; New Jersey Division of Taxation; New York State Department of Taxation and Finance

Maximum time the tax agency may take to answer

Statutory or published maximum, calendar days

Maximum time the tax agency may take to answerHorizontal bar chart of 19 jurisdictions: Texas, Kentucky, Nevada, Wisconsin and Florida allow up to 90 days; Connecticut, California, Michigan, Nebraska, Idaho and New Mexico 60 days; Missouri 21; Indiana and Minnesota 20; Arizona and Tennessee 15; Illinois and New Jersey 14; New York 7.daysFlorida90.0Kentucky90.0Nevada90.0Texas90.0Wisconsin90.0California60.0Connecticut60.0Idaho60.0Michigan60.0Nebraska60.0New Mexico60.0Missouri21.0Indiana20.0Minnesota20.0Arizona15.0Tennessee15.0Illinois14.0New Jersey14.0New York7

Source: state statutes, rules and forms, checked 2026-10-28; SMBB coding

Most of these clocks protect the buyer. If the agency misses its deadline, the purchaser is released from the duty to withhold in Texas, Kentucky, Nevada, Wisconsin, Connecticut, California, Nebraska, Idaho and New Mexico, and in New Jersey the purchaser is not liable for the seller's state taxes. Michigan's buyer is not liable if Treasury fails to provide the requested information within 60 days.

Several clocks start late. California's 60 days run from the latest of the request, the sale date or the date the seller's records are made available. Texas, Kentucky, Nevada and Wisconsin start their 60 days at the request or at records availability, whichever is later, with a 90-day cap. A buyer who closes before the answer arrives usually has to keep the withheld money in escrow until it does.

Planning window: the longer of the notice deadline and the agency's maximum answer time Download CSV
JurisdictionPlanning window (calendar days)
Florida90
Kentucky90
Nevada90
Texas90
Wisconsin90
California60
Connecticut60
Idaho60
Michigan60
Nebraska60
New Mexico60
Indiana45
Missouri21
Minnesota20
Arizona15
District of Columbia15
Tennessee15
Illinois14
New Jersey14
Maryland10
New York10
Pennsylvania10
Vermont10
Rhode Island7
Massachusetts5

Computed in derived_metrics.csv (d7). Jurisdictions with neither a notice deadline nor an agency deadline are not listed.

Source: [51][19][41] Texas Legislative Council; Indiana Department of Revenue; New York State Department of Taxation and Finance

Planning window by state

Longer of the notice deadline and the agency's maximum answer time, calendar days

Planning window by stateTile map of 21 jurisdictions with a written deadline: the longest planning windows, 90 days, are in Texas, Kentucky, Nevada, Wisconsin and Florida; Indiana is 45 days; most notice-only states are 10 to 15 days; 30 jurisdictions have no written deadline and are blank.AKMEVT: 10.0VT10.0NHWAID: 60.0ID60.0MTNDMN: 20.0MN20.0IL: 14.0IL14.0WI: 90.0WI90.0MI: 60.0MI60.0NY: 10.0NY10.0RI: 7RI7MA: 5MA5ORNV: 90.0NV90.0WYSDIAIN: 45.0IN45.0OHPA: 10.0PA10.0NJ: 14.0NJ14.0CT: 60.0CT60.0CA: 60.0CA60.0UTCONE: 60.0NE60.0MO: 21.0MO21.0KY: 90.0KY90.0WVVAMD: 10.0MD10.0DEAZ: 15.0AZ15.0NM: 60.0NM60.0KSARTN: 15.0TN15.0NCSCDC: 15.0DC15.0OKLAMSALGAHITX: 90.0TX90.0FL: 90.0FL90.0PR5 to 10.010.0 to 15.015.0 to 21.021.0 to 60.060.0 to 90.090.0 to 90.0days

Source: SMBB calculation from official texts (derived metric d7)

In 34 jurisdictions there is no filing deadline, only a duty to hold back money

77.3 percent of the jurisdictions with buyer exposure never ask for a notice. The protection is to withhold part of the price until the seller produces a receipt or certificate.

The common wording, found in Texas, Connecticut, Kentucky, Virginia, Ohio and many others, has three parts: the seller files a final return, the buyer withholds enough of the purchase price to cover unpaid tax, and the buyer pays the seller in full only after a receipt or a certificate that no tax is due.

Seller deadlines for the final return run from the sale: 10 days in Washington, Colorado, Mississippi and Montana, 15 days in Missouri, Virginia, Arizona, Ohio, Michigan, Florida and Maine, and 30 days in North Carolina, Utah, West Virginia and Wyoming.

Some states add a pre-closing step without a deadline. Idaho's buyer must make inquiry of the State Tax Commission. New Mexico will not process a clearance request filed after the transaction's effective date. Missouri's seller must present a statement or certificate to the buyer before the sale is consummated. Tennessee accepts a seller affidavit sent to the Department, which has 15 days to say it is wrong.

  • Georgia: the purchaser's personal liability is limited to the consideration paid, which includes debts assumed (O.C.G.A. 48-8-46).
  • Maine: liability is limited to the purchase price, and the assessor may assess the purchaser within 6 years of the sale (36 M.R.S. 177(6)).
  • Mississippi: the purchaser withholds up to the purchase price; if the tax is unpaid after 10 days, buyer and seller are both liable.
  • Wyoming: the withholding duty in W.S. 39-15-103(c)(iv) is tied to tax on outstanding credit, installment and conditional sales, a narrower scope than most states.

UCC Article 6 is still law in California and Maryland, not in D.C.

The commercial bulk sales law that once covered most states survives in two of the four jurisdictions checked against official code text.

UCC Article 6 status where official code text was checked Download CSV
JurisdictionUCC Article 6 statusEvidence
Californiain force (revised Division 6)Cal. Com. Code 6101 to 6111; 6105 notice 12 business days before the bulk sale
Marylandin force (original Title 6)Md. Com. Law 6-102, 6-105, 6-107
District of ColumbiarepealedD.C. Code 28:6-101 [Repealed] by D.C. Law 20-215, applicable Jan. 1, 2016
VirginiarepealedNo Title 8.6 or 8.6A in the current Code of Virginia title list

The other 47 jurisdictions were not checked against official code text in this release.

Source: [5][25][9][54] California Legislative Information; Maryland General Assembly; Council of the District of Columbia, D.C. Law Library; Virginia General Assembly (LIS)

California's Commercial Code Division 6 requires a bulk sale notice to be recorded and published at least 12 business days before the sale. That is a creditor notice, separate from the tax rule in Revenue and Taxation Code 6811 and 6812.

Maryland ties its tax rule to the old Article 6. Tax-General 11-505 requires the transferee to mail the Commercial Law bulk transfer notice to the Comptroller, and Commercial Law 6-105 sets that notice at least 10 days before the transferee takes possession or pays.

The D.C. Code lists 28:6-101 as repealed by D.C. Law 20-215, applicable Jan. 1, 2016. An attorney guide updated in October 2026 still lists D.C. among the places that enforce Article 6. The D.C. tax rule (the Bulk Sales Act notice to the Office of Tax and Revenue) remains in force.

A seller's timeline: what to file, and when, before the closing date

Count back from the closing date: the agency's answer window, not the notice deadline, usually sets the earliest safe date to ask.

  • When the letter of intent is signed: identify every state where the business collects sales tax or withholds payroll tax, and look up its row in the registry.
  • Up to 90 days before closing: in Texas, Kentucky, Nevada, Wisconsin and Florida (audit route), request the certificate early enough for the agency's maximum window.
  • 45 days before closing: file Indiana's Notice of Transfer in Bulk with a signed purchase agreement.
  • 15 days before closing: in D.C., the purchaser's certified-mail notice to the Office of Tax and Revenue.
  • 10 days or 10 business days before closing: New York (AU-196.10), New Jersey (C-9600), Illinois (CBS-1), Pennsylvania (REV-181), Vermont and Maryland notices.
  • 5 days or 5 business days before closing: Massachusetts and Rhode Island notices for corporate and entity sellers.
  • Within 30 days before closing: South Carolina's certificate of compliance must be dated in this window to protect the buyer.
  • After closing: Hawaii's Form G-8A within 10 days; final sales tax returns within the state's deadline, from 10 to 30 days.

The six stages of a sale, and where tax clearance fits, are described on our how it works page. Questions to put to a broker about closing logistics are listed under questions to ask a broker.

Empty restaurant dining room after closing with chairs on tables
Illustrative photograph. Generated image, not a specific project.

Where the coding is uncertain or the statute was not found

43 rows rest on clear text, 4 need interpretation and 4 found no provision. None of the rows was guessed.

Arkansas, New Hampshire, North Dakota and South Dakota are coded not found. North Dakota's chapter 57-39.2 makes the tax due before a sale and delinquent 15 days after it, but contains no purchaser withholding clause. South Dakota's chapters 10-45 and 10-59 and New Hampshire's meals and rentals chapter 78-A contain none either. Arkansas's code is hosted by a commercial publisher, and the Department of Finance and Administration and the Code of Arkansas Rules returned no successor rule.

Massachusetts, Montana, Oklahoma and Wyoming are flagged for interpretation. Massachusetts c. 62C, s. 51 applies only to business corporations selling all or substantially all of their Massachusetts assets; no sales-tax successor section was found. Montana's 15-68-808 covers only taxes under its chapter 68. Oklahoma's rule denies the successor a permit rather than imposing a withholding duty.

18 rows were read through Internet Archive copies of the official page because the live page blocked automated access or did not load from our network, and 15 rows were coded mainly from revenue department guidance, forms or filed rules rather than statute text. Each case is marked in registry.csv.

Counts and distributions

Count of jurisdictions with buyer exposure

Formulad1 = rows coded purchaser personal liability + rows coded asset lien, void sale or permit denial

Inputs: rows 171, 161, 81, 157, 147, 4, 11 and every other :succ row (fact sheet rows)

Result: 44 of 51 (86.3 percent): 40 personal liability plus 4 lien, void sale or permit denial

Successor exposure is the norm, not the exception, even though UCC Article 6 is gone almost everywhere.

Limitations: Counts the sales and use tax rule or its closest equivalent; withholding and unemployment taxes not coded separately.

Median pre-closing notice deadline

Formulamedian of mandatory notice deadlines, business days x 7/5

Inputs: rows 57, 31, 51, 122, 133, 155, 182, 80, 84, 160 (fact sheet rows)

Result: 10 calendar days across 10 jurisdictions (unchanged at 10 with Minnesota's conditional 20 days)

Two calendar weeks covers the notice step in every mandatory-notice jurisdiction except Indiana and D.C.

Limitations: The conversion assumes no public holidays inside the window.

Indiana's deadline against the median

Formula45 / d2

Inputs: rows 57 and d2 (fact sheet rows)

Result: 4.5 times the median

Indiana's 2024 rule is the single longest pre-closing filing requirement in the registry.

Limitations: Indiana's rule is new; practice under it may change.

Agency answer windows (signature figure)

Formulacount and median of written agency response maximums; count of values >= 60

Inputs: rows 174, 69, 116, 198, 35, 24, 16, 88, 111, 47, 128, 102, 58, 94, 9, 169, 52, 123, 134 (fact sheet rows)

Result: 19 jurisdictions set a deadline; median 60 days; 11 allow 60 days or more; ratio to the median notice deadline 6.0

The waiting time that can push a closing date comes from the agency's answer window, which is a multiple of any filing deadline.

Limitations: Statutory maximums, not measured processing times; some windows start only when records are available.

Withhold-only jurisdictions

Formulad5 = d1 - exposed jurisdictions with a mandatory notice deadline; share = d5 / d1

Inputs: d1, d2 (fact sheet rows)

Result: 34 jurisdictions, 77.3 percent of those with buyer exposure

A seller cannot rely on the absence of a notice form: in most states the buyer will simply hold back money until a certificate arrives.

Limitations: Several of these states add a pre-closing inquiry or request without a fixed deadline.

Planning window

Formulamax(notice deadline in calendar days, agency maximum) per jurisdiction

Inputs: rows 174, 35, 58, 57, 31 (fact sheet rows)

Result: Longest 90 days (Florida, Kentucky, Nevada, Texas, Wisconsin); Indiana 45; D.C. 15

These are the lead times to plan for when a seller operates in more than one state.

Limitations: Where the agency misses its deadline the buyer is usually released, so the window is a ceiling.

Download the calculations (CSV)

Key findings

  1. A buyer can be exposed to the seller's unpaid state taxes in 44 of 51 jurisdictions (86.3 percent), based on official texts checked 2026-10-28.[51][4][48][43]
  2. Indiana requires a Notice of Transfer in Bulk at least 45 days before a transfer of more than 50 percent of a business's tangible personal property, for closings on or after Feb. 14, 2024.[19]
  3. The District of Columbia requires the purchaser to notify the Office of Tax and Revenue by certified mail 15 days before taking possession of the business.[8]
  4. New York requires Form AU-196.10 at least 10 days before the purchaser pays for or takes possession of business assets, and the Tax Department answers within 5 business days.[41]
  5. New Jersey's Division of Taxation must receive Form C-9600 and the contract at least 10 business days before closing, and it responds within 10 business days.[37][38]
  6. Illinois requires the purchaser to file Form CBS-1 no later than 10 business days before the sale; a late filer is liable up to the reasonable value of the property acquired.[17][18]
  7. Pennsylvania's Fiscal Code Section 1403 requires 10 days' notice to the Department of Revenue for a bulk transfer of 51 percent or more of goods, fixtures, equipment, buildings or real estate.[45][46]
  8. Texas, Kentucky, Nevada and Wisconsin give the agency 60 days to issue a certificate after a request or after records are available, and 90 days at most.[51][21][40][57]
  9. California's tax agency has 60 days after the latest of the request, the sale date or the date records are made available to issue a certificate or state the amount due.[4]
  10. Florida's successor rule is now Fla. Stat. 213.758; the former section 212.10 does not appear in the 2026 chapter 212 index.[11][12]
  11. Washington caps successor liability at the fair market value of assets acquired when that value is under $50,000, and releases a successor that gives notice if no assessment issues within 6 months.[56]
  12. North Carolina makes a buyer who fails to withhold liable for the greater of the consideration paid or the fair market value of the business or stock of goods.[32]
  13. South Carolina's certificate of compliance protects the buyer only if it is obtained no more than 30 days before the sale.[48]
  14. Hawaii's Form G-8A is due within 10 days after the purchaser takes possession, and the purchaser becomes liable up to the purchase price if taxes are not certified as paid within 20 days after the sale.[14]

Executive summary

  • In 44 of 51 jurisdictions (50 states plus D.C.), the official text lets the state collect a seller's unpaid sales or similar taxes from the buyer of the business or its assets, as of 2026-10-28.
  • 40 of those jurisdictions make the purchaser personally liable; 4 (Massachusetts, Oklahoma, Rhode Island, South Carolina) use an asset lien, a void sale or a permit denial instead.
  • Only 10 jurisdictions set a mandatory filing deadline before closing. The median is 10 days; Indiana's 45 days, in force for closings since Feb. 14, 2024, is the longest.
  • In the other 34 exposed jurisdictions (77.3 percent) there is no filing deadline: the buyer protects itself by withholding part of the price until the seller produces a receipt or certificate.
  • The slower clock is usually the agency's. Where a deadline is written down (19 jurisdictions), the median maximum is 60 days, and in 11 it is 60 days or more; Texas, Kentucky, Nevada, Wisconsin and Florida allow up to 90.
  • Of the four jurisdictions whose code text was checked, UCC Article 6, the old commercial bulk sales law, is still in force in California (revised Division 6) and Maryland; D.C. repealed its version effective for 2016.
  • Alaska, Delaware and Oregon have no state general sales tax; for Arkansas, New Hampshire, North Dakota and South Dakota no successor provision was found in the official texts searched.

Questions people ask

What is a bulk sale?

A bulk sale is a sale of all or a major part of a business's inventory, equipment or other assets outside the ordinary course of business. Thresholds differ by state: Florida and Indiana use more than 50 percent, Pennsylvania 51 percent or more of goods, fixtures, equipment, buildings or real estate.

Does my state require a tax clearance certificate to sell a business?

A certificate, receipt, letter or statement is available in 40 of 51 jurisdictions, but it is usually the buyer's protection rather than a filing the state forces on the seller. In 10 jurisdictions a notice before closing is mandatory. Check the registry row for each state where the business operates.

What is successor liability for sales tax?

It is the rule that the buyer of a business answers for the seller's unpaid sales tax if the buyer does not withhold money or obtain a clearance. 40 jurisdictions make the purchaser personally liable, typically up to the purchase price.

Is UCC Article 6 still in effect anywhere?

Yes. Of the four jurisdictions checked against official code text, California (revised Division 6) and Maryland (original Title 6) still have it; D.C. repealed it effective for 2016 and Virginia's current Code has no Article 6 title.

Who is responsible for the seller's unpaid taxes after a business sale?

The seller stays liable. In most states the buyer can also be held liable if it paid the seller without withholding or without a certificate, so purchase agreements usually include escrow or holdback terms tied to the state's clearance process.

Frequently asked questions

How many states have bulk sale tax rules?

44 of 51 jurisdictions (50 states plus D.C.) let the state reach the buyer for the seller's unpaid taxes, based on official texts checked 2026-10-28.

Which state has the longest bulk sale notice period?

Indiana: a Notice of Transfer in Bulk is due at least 45 days before the transfer, for transactions closing on or after Feb. 14, 2024.

How many days' notice does New York require for a bulk sale?

At least 10 days before the purchaser pays for or takes possession of business assets, using Form AU-196.10. The Tax Department responds within 5 business days.

How many days' notice does New Jersey require?

The Division of Taxation must receive Form C-9600 and the contract at least 10 business days before closing. It responds within 10 business days.

Does Illinois require a bulk sale notice?

Yes. The purchaser files Form CBS-1 no later than 10 business days before the sale under 35 ILCS 120/5j.

How long does a tax clearance certificate take?

Where a deadline is written down (19 jurisdictions), the agency's maximum ranges from 7 days in New York (business-day conversion) to 90 days in Texas, Kentucky, Nevada, Wisconsin and Florida; the median is 60 days.

Does Pennsylvania require a bulk sale clearance certificate?

Yes. Fiscal Code Section 1403 requires 10 days' notice to the Department of Revenue and a clearance certificate presented to the purchaser; the application is Form REV-181.

Does Florida still have section 212.10?

No. Section 212.10 does not appear in the 2026 chapter 212 index; the transfer of tax liability rule is Fla. Stat. 213.758.

Is a buyer liable for more than the purchase price?

Usually not. Most texts cap liability at the purchase price, but North Carolina uses the greater of the price or fair market value and Washington caps at asset value only when that value is under $50,000.

Do states without a sales tax have bulk sale rules?

Alaska, Delaware and Oregon have no state general sales tax, so no sales-tax successor rule applies. Delaware does issue income-tax clearance certificates for a $40 fee per corporation.

Download the data

Every table in this report is available as a CSV under CC BY 4.0. The fact sheet lists each value with its source URL and access date.

For journalists and researchers

If you cite only a few, cite these

  1. 44 of 51 jurisdictions expose a business buyer to the seller's unpaid state taxes (SMBB registry, 2026-10-28).[51][4]
  2. Median pre-closing notice: 10 days; Indiana: 45 days.[19][41]
  3. Median agency answer window: 60 days; 90 days in Texas, Kentucky, Nevada, Wisconsin and Florida.[51][21][40][57][11]

Most quotable statistics

  • A buyer can be held liable for a seller's unpaid state taxes in 44 of 51 U.S. jurisdictions (86.3 percent), according to an SMBB review of official texts checked 2026-10-28.[51][4][48]
  • Indiana requires 45 days' notice before a bulk transfer, the longest filing deadline of any state, for closings since Feb. 14, 2024.[19]
  • Only 10 of 51 jurisdictions require a tax notice before closing; the median deadline is 10 days.[41][37][45]
  • In 11 of the 19 jurisdictions that put a deadline on the tax agency, the agency may take 60 days or more to answer a clearance request.[51][4][21]
  • UCC Article 6 bulk sales law is still in force in California and Maryland; the District of Columbia repealed its version effective for 2016.[5][25][9]
  • In 77.3 percent of jurisdictions with buyer exposure there is no notice deadline at all, only a duty to withhold part of the price.[51][53][42]

Press summary

A new registry from Sell My Business Broker codes the tax-side bulk sale rules of all 50 states and the District of Columbia from official statutes, rules and revenue department forms checked on 2026-10-28. In 44 of 51 jurisdictions (86.3 percent), the state can collect a seller's unpaid sales or similar taxes from the buyer of the business unless the buyer withholds part of the price or obtains a clearance. Only 10 jurisdictions require a notice before closing, with a median deadline of 10 days; Indiana's rule, in force for closings since Feb. 14, 2024, requires 45 days. The longer wait is often the agency's: in 11 of 19 jurisdictions with a written deadline, the agency may take 60 days or more, and five allow 90. UCC Article 6 remains in force in California and Maryland. The registry lists citations, forms and confidence for every row and is free to reuse under CC BY 4.0.

Suggested headlines

  • Buyers can inherit a seller's unpaid taxes in 44 of 51 jurisdictions
  • Indiana's 45-day bulk sale notice is now the longest in the country
  • The tax agency's clock, not the filing deadline, sets the pace: 11 jurisdictions allow 60 days or more
  • Only 10 jurisdictions require a bulk sale notice before closing
  • UCC Article 6 bulk sales law survives in California and Maryland

How to cite this report

Sell My Business Broker. (2026). Bulk Sales Law by State: Tax Clearance Certificates and Notice Deadlines (2026). Retrieved from https://sellmybusinessbroker.com/research/bulk-sales-law-by-state/

Reuse license

Data and tables are licensed CC BY 4.0. Attribution: “Source: Sell My Business Broker, Bulk Sales Law by State: Tax Clearance Certificates and Notice Deadlines (2026)” with a link to this page.

Reproduce this analysis

Every figure comes from the files below. The scripts that pulled and computed them are kept with the report and can be re-run.

DatasetPublisherSourceQuery or filterRows usedRetrieved
State sales and use tax successor and bulk sale statutesState legislatures (official code sites)File or endpointOne successor, bulk sale or tax clearance section per jurisdiction; full list in tables/registry.csv column official_url51 jurisdictions coded; 43 clear text, 4 interpretation needed, 4 not found2026-10-28
Revenue department guidance, forms and filed rulesState revenue departments and secretaries of stateFile or endpointBulk sale, successor liability and tax clearance pages and forms (e.g. AU-196.10, C-9600, CBS-1, REV-181, G-8A, Form 36, ACD-31096)15 rows coded mainly from these documents2026-10-28
Internet Archive copies of official pagesInternet Archive (Wayback Machine)File or endpointLatest capture of the official URL; capture dates in raw/wayback_captures.log18 rows2026-10-28
SMBB coding file and build scriptSell My Business BrokerFile or endpointscripts/coding.jsonl hand-coded fields; scripts/build.py computes every derived figure51 coded rows; 24 derived metrics2026-10-28

Data quality and exclusions

  • 4 jurisdictions (Arkansas, New Hampshire, North Dakota, South Dakota) coded not found after searching the chapters listed in excluded.md; they are not counted as having buyer exposure.
  • 4 rows (Massachusetts, Montana, Oklahoma, Wyoming) flagged interpretation needed because the text covers only part of the tax picture or uses a lien or permit denial instead of a withholding duty.
  • 3 business-day deadlines (Illinois, New Jersey, Rhode Island) converted to calendar-day equivalents for the median and chart; the stated units remain in table 1.
  • 1 conditional deadline (Minnesota, 20 days, only when a state tax lien is filed) left out of the mandatory-notice count; including it leaves the median at 10 days.
  • 18 rows read through Internet Archive copies of the official page; capture dates range from 2023-06-30 (California Commercial Code) to 2026-10-23 (Nevada).
  • 1 former statute (Florida 212.10) excluded because it is absent from the 2026 Florida Statutes; 213.758 coded instead.
  • 1 commercial-law notice (California Commercial Code 6105, 12 business days) and 1 post-closing filing (Hawaii G-8A, 10 days after) kept out of the pre-closing tax notice count.

Methodology

Selection: one primary official text per jurisdiction, in this order of preference: the state legislature's code site, a filed agency rule, then the revenue department's own guidance or form. Law firm and broker summaries were read only to find citations and are listed as Tier 3 context; none is the evidence for a registry row. Coding date: 2026-10-28.

Inclusion: sales and use tax (or the closest general tax, such as Hawaii's general excise tax) was coded first. Where the same text also covered withholding, unemployment or other taxes it is noted in the row; separate labor department rules were not coded.

Conflicts: when a secondary source disagreed with the official text (for example, a 2026 attorney guide listing D.C. as an Article 6 state), the official text governs. Florida's former section 212.10 was replaced by 213.758 in the coding because 212.10 is absent from the 2026 statutes.

Derived metrics: notice deadlines in business days are converted at 5 business days = 7 calendar days for the medians and charts; stated units are kept in table 1. Agency windows use the written maximum. The planning window is the larger of the two. All formulas are in derived_metrics.csv and scripts/build.py.

Access: pages that blocked automated access or did not load from our network were read through Internet Archive copies of the same official URL, labelled in the source list with the capture date. No bot protection was bypassed.

Limitations: the registry records what the text says, not how agencies apply it. Processing times, local taxes and industry-specific rules (liquor licenses, motor fuel) are outside its scope.

Updates: the registry is rechecked quarterly. Owners who want to compare brokers can use our broker match form; how the site works is explained on how this website works.

This report presents published data with its limitations. It is not legal, financial or investment advice.

Sources, ranked by quality

Tier 1: primary and official sources (60)

Tier 3: journalism and expert commentary (3)