
Bulk Sales Law by State: Tax Clearance Certificates and Notice Deadlines (2026)
- 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)
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.
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.
| Jurisdiction | Rule as coded from the official text | Date | Evidence | Source |
|---|---|---|---|---|
| Alabama | Buyer 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. | 2026-10-28 | agency record | Record |
| Alaska | Buyer 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. | 2026-10-28 | agency record (archived copy) | Record |
| Arizona | Buyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: A.R.S. 42-1110. Confidence: clear text. | 2026-10-28 | agency record | Record |
| Arkansas | Buyer exposure: not found. Notice: no pre-closing deadline. Clearance: none found. Citation: none found. Confidence: not found. | 2026-10-28 | agency record | Record |
| California | Buyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: Cal. Rev. & Tax. Code 6811, 6812; Cal. Com. Code 6105. Confidence: clear text. | 2026-10-28 | agency record (archived copy) | Record |
| Colorado | Buyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: C.R.S. 39-26-117(1)(d)-(e). Confidence: clear text. | 2026-10-28 | agency record (archived copy) | Record |
| Connecticut | Buyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: Conn. Gen. Stat. Sec. 12-424. Confidence: clear text. | 2026-10-28 | agency record | Record |
| Delaware | Buyer 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. | 2026-10-28 | agency record | Record |
| District of Columbia | Buyer exposure: yes. Notice: 15 days before closing. Clearance: none found. Citation: District of Columbia Bulk Sales Act (per OTR guidance). Confidence: clear text. | 2026-10-28 | agency record (archived copy) | Record |
| Florida | Buyer 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. | 2026-10-28 | agency record | Record |
| Georgia | Buyer 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. | 2026-10-28 | agency record (archived copy) | Record |
| Hawaii | Buyer 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. | 2026-10-28 | agency record | Record |
| Idaho | Buyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes (statement of amount due). Citation: Idaho Code 63-3628. Confidence: clear text. | 2026-10-28 | agency record (archived copy) | Record |
| Illinois | Buyer exposure: yes. Notice: 10 business days before closing. Clearance: yes (bulk sales release). Citation: 35 ILCS 120/5j. Confidence: clear text. | 2026-10-28 | agency record (archived copy) | Record |
| Indiana | Buyer 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. | 2026-10-28 | agency record | Record |
| Iowa | Buyer 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. | 2026-10-28 | agency record | Record |
| Kansas | Buyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes (receipt). Citation: K.S.A. 79-3612. Confidence: clear text. | 2026-10-28 | agency record | Record |
| Kentucky | Buyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: KRS 139.670 and 139.680. Confidence: clear text. | 2026-10-28 | agency record | Record |
| Louisiana | Buyer 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. | 2026-10-28 | agency record | Record |
| Maine | Buyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: 36 M.R.S. 177(6). Confidence: clear text. | 2026-10-28 | agency record | Record |
| Maryland | Buyer 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. | 2026-10-28 | agency record | Record |
| Massachusetts | Buyer 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. | 2026-10-28 | agency record (archived copy) | Record |
| Michigan | Buyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: MCL 205.27a(1). Confidence: clear text. | 2026-10-28 | agency record (archived copy) | Record |
| Minnesota | Buyer 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. | 2026-10-28 | agency record | Record |
| Mississippi | Buyer 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. | 2026-10-28 | agency record | Record |
| Missouri | Buyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: RSMo 144.150. Confidence: clear text. | 2026-10-28 | agency record | Record |
| Montana | Buyer 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. | 2026-10-28 | agency record | Record |
| Nebraska | Buyer 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. | 2026-10-28 | agency record (archived copy) | Record |
| Nevada | Buyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: NRS 360.525. Confidence: clear text. | 2026-10-28 | agency record (archived copy) | Record |
| New Hampshire | Buyer exposure: not found. Notice: no pre-closing deadline. Clearance: none found. Citation: RSA 78-A (searched). Confidence: not found. | 2026-10-28 | agency record (archived copy) | Record |
| New Jersey | Buyer 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. | 2026-10-28 | agency record | Record |
| New Mexico | Buyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: NMSA 1978 7-1-61 (per ACD-31096). Confidence: clear text. | 2026-10-28 | agency record | Record |
| New York | Buyer 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. | 2026-10-28 | agency record | Record |
| North Carolina | Buyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes (statement from the Secretary). Citation: N.C. Gen. Stat. 105-164.38. Confidence: clear text. | 2026-10-28 | agency record (archived copy) | Record |
| North Dakota | Buyer exposure: not found. Notice: no pre-closing deadline. Clearance: none found. Citation: N.D.C.C. ch. 57-39.2 (searched). Confidence: not found. | 2026-10-28 | agency record | Record |
| Ohio | Buyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: Ohio Rev. Code 5739.14. Confidence: clear text. | 2026-10-28 | agency record (archived copy) | Record |
| Oklahoma | Buyer 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. | 2026-10-28 | agency record | Record |
| Oregon | Buyer 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. | 2026-10-28 | agency record | Record |
| Pennsylvania | Buyer exposure: yes. Notice: 10 days before closing. Clearance: yes. Citation: 72 P.S. 1403 (Fiscal Code Sec. 1403). Confidence: clear text. | 2026-10-28 | agency record | Record |
| Rhode Island | Buyer 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. | 2026-10-28 | agency record (archived copy) | Record |
| South Carolina | Buyer exposure: yes (asset lien). Notice: no pre-closing deadline. Clearance: yes (certificate of compliance). Citation: S.C. Code 12-54-124. Confidence: clear text. | 2026-10-28 | agency record | Record |
| South Dakota | Buyer exposure: not found. Notice: no pre-closing deadline. Clearance: none found. Citation: SDCL ch. 10-45 and 10-59 (searched). Confidence: not found. | 2026-10-28 | agency record | Record |
| Tennessee | Buyer 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. | 2026-10-28 | agency record (archived copy) | Record |
| Texas | Buyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: Tex. Tax Code Sec. 111.020. Confidence: clear text. | 2026-10-28 | agency record | Record |
| Utah | Buyer 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. | 2026-10-28 | agency record | Record |
| Vermont | Buyer exposure: yes. Notice: 10 days before closing. Clearance: none found. Citation: 32 V.S.A. 3260. Confidence: clear text. | 2026-10-28 | agency record | Record |
| Virginia | Buyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: Va. Code 58.1-629. Confidence: clear text. | 2026-10-28 | agency record | Record |
| Washington | Buyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: RCW 82.32.140. Confidence: clear text. | 2026-10-28 | agency record | Record |
| West Virginia | Buyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes (receipt). Citation: W. Va. Code 11-10-11(f). Confidence: clear text. | 2026-10-28 | agency record (archived copy) | Record |
| Wisconsin | Buyer exposure: yes. Notice: no pre-closing deadline. Clearance: yes. Citation: Wis. Stat. 77.52(18). Confidence: clear text. | 2026-10-28 | agency record (archived copy) | Record |
| Wyoming | Buyer exposure: yes (narrow). Notice: no pre-closing deadline. Clearance: yes. Citation: W.S. 39-15-103(c)(iv). Confidence: interpretation needed. | 2026-10-28 | agency record | Record |
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 the buyer is exposed | Jurisdictions | Abbreviations |
|---|---|---|
| Purchaser personal liability | 40 | AL, 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 found | 4 | AR, ND, NH, SD |
| Asset lien, void sale or permit denial | 4 | MA, OK, RI, SC |
| No state general sales tax | 3 | AK, 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
51 jurisdictions coded from official text
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.
| Jurisdiction | Deadline as written | Calendar-day equivalent | Rule | Form | Citation |
|---|---|---|---|---|---|
| Indiana | 45 days | 45 | Notice of Transfer in Bulk filed with DOR at least 45 days before the transfer | Notice of Transfer in Bulk (filed through INTIME) | Indiana DOR successor liability guidance (statute effective Jan. 1, 2024) |
| Minnesota | 20 days | 20 | Successor notifies the commissioner at least 20 days before possession or payment, only if a state tax lien is on file | No form number in the source opened | Minn. Stat. 270C.57, subd. 2 |
| District of Columbia | 15 days | 15 | Purchaser notifies OTR by certified mail 15 days before taking possession | No form number in the source opened | District of Columbia Bulk Sales Act (per OTR guidance) |
| Illinois | 10 business days | 14 | Purchaser files Form CBS-1 no later than 10 business days before the sale | CBS-1, Notice of Sale, Purchase, or Transfer of Business Assets | 35 ILCS 120/5j |
| New Jersey | 10 business days | 14 | Division must receive Form C-9600 and contract at least 10 business days before closing | C-9600, Notification of Sale, Transfer, or Assignment in Bulk | N.J.S.A. 54:50-38; N.J.S.A. 54:32B-22(c) |
| Maryland | 10 days | 10 | Transferee's bulk transfer notice (Comptroller copy) at least 10 days before possession or payment | No form number in the source opened | Md. Code Tax-Gen. 11-505 and 13-802; Com. Law 6-105, 6-107 |
| New York | 10 days | 10 | Purchaser files Form AU-196.10 at least 10 days before paying or taking possession | AU-196.10, Notification of Sale, Transfer, or Assignment in Bulk | N.Y. Tax Law 1141(c); Tax Bulletin ST-70 (TB-ST-70) |
| Pennsylvania | 10 days | 10 | Seller gives the Department of Revenue 10 days' notice before completing the transfer | REV-181, Application for Tax Clearance Certificate (item 12e Bulk Sale Clearance Certificate) | 72 P.S. 1403 (Fiscal Code Sec. 1403) |
| Vermont | 10 days | 10 | Buyer notifies the Commissioner at least 10 days before possession or payment | No form number in the source opened | 32 V.S.A. 3260 |
| Rhode Island | 5 business days | 7 | Entity notifies the tax administrator at least 5 business days before selling the major part of assets | No form number in the source opened | R.I. Gen. Laws 44-11-29 |
| Massachusetts | 5 days | 5 | Corporation notifies the Commissioner at least 5 days before selling substantially all assets | No form number in the source opened | M.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
Calendar-day equivalent; business days converted at 5 = 7
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.

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.
| Jurisdiction | Agency maximum (calendar days) | Rule as written | Citation |
|---|---|---|---|
| Florida | 90 | Audit route: 90 days after records are made available | Fla. Stat. 213.758 (former 212.10 repealed in 2012, absent from the 2026 statutes) |
| Kentucky | 90 | 60 days after request or records available; 90 days maximum | KRS 139.670 and 139.680 |
| Nevada | 90 | 60 days after request or records available; 90 days maximum | NRS 360.525 |
| Texas | 90 | 60 days after request or records available; 90 days maximum | Tex. Tax Code Sec. 111.020 |
| Wisconsin | 90 | 60 days after request or records available; 90 days maximum | Wis. Stat. 77.52(18) |
| California | 60 | 60 days after the latest of request, sale date, or records made available | Cal. Rev. & Tax. Code 6811, 6812; Cal. Com. Code 6105 |
| Connecticut | 60 | 60 days after written request | Conn. Gen. Stat. Sec. 12-424 |
| Idaho | 60 | 30 days after inquiry or records available; 60 days maximum | Idaho Code 63-3628 |
| Michigan | 60 | 60 days after request, with seller's confidentiality waiver | MCL 205.27a(1) |
| Nebraska | 60 | 60 days after written request or records made available | Neb. Rev. Stat. 77-2707 (also 77-27,110 transferee liability for income and withholding tax) |
| New Mexico | 60 | 30 days; 60 days if an audit is opened | NMSA 1978 7-1-61 (per ACD-31096) |
| Missouri | 21 | 15 business days after request | RSMo 144.150 |
| Indiana | 20 | Clearance letter within 20 days after a complete notice | Indiana DOR successor liability guidance (statute effective Jan. 1, 2024) |
| Minnesota | 20 | 20 days after receipt of the successor's notice | Minn. Stat. 270C.57, subd. 2 |
| Arizona | 15 | 15 days after the seller's request | A.R.S. 42-1110 |
| Tennessee | 15 | 15 days to flag an incorrect seller affidavit | Tenn. Code Ann. 67-6-513 (also 67-4-721 business tax, 57-4-303 liquor-by-the-drink) |
| Illinois | 14 | Withholding order within 10 business days after notice | 35 ILCS 120/5j |
| New Jersey | 14 | Response within 10 business days of the notice | N.J.S.A. 54:50-38; N.J.S.A. 54:32B-22(c) |
| New York | 7 | AU-196.2 claim or AU-197.1 release within 5 business days | N.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
Statutory or published maximum, calendar days
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.
| Jurisdiction | Planning window (calendar days) |
|---|---|
| Florida | 90 |
| Kentucky | 90 |
| Nevada | 90 |
| Texas | 90 |
| Wisconsin | 90 |
| California | 60 |
| Connecticut | 60 |
| Idaho | 60 |
| Michigan | 60 |
| Nebraska | 60 |
| New Mexico | 60 |
| Indiana | 45 |
| Missouri | 21 |
| Minnesota | 20 |
| Arizona | 15 |
| District of Columbia | 15 |
| Tennessee | 15 |
| Illinois | 14 |
| New Jersey | 14 |
| Maryland | 10 |
| New York | 10 |
| Pennsylvania | 10 |
| Vermont | 10 |
| Rhode Island | 7 |
| Massachusetts | 5 |
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
Longer of the notice deadline and the agency's maximum answer time, calendar days
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.
| Jurisdiction | UCC Article 6 status | Evidence |
|---|---|---|
| California | in force (revised Division 6) | Cal. Com. Code 6101 to 6111; 6105 notice 12 business days before the bulk sale |
| Maryland | in force (original Title 6) | Md. Com. Law 6-102, 6-105, 6-107 |
| District of Columbia | repealed | D.C. Code 28:6-101 [Repealed] by D.C. Law 20-215, applicable Jan. 1, 2016 |
| Virginia | repealed | No 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.

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.
Key findings
- 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]
- 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]
- 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]
- 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]
- 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]
- 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]
- 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]
- 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]
- 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]
- 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]
- 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]
- 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]
- South Carolina's certificate of compliance protects the buyer only if it is obtained no more than 30 days before the sale.[48]
- 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.
- derived_metrics.csv (CSV)
- fact_sheet.csv (CSV)
- Bulk sale and tax successor rules, 51 jurisdictions (CSV)
- Pre-closing tax notice deadlines (11 jurisdictions) (CSV)
- How long the tax agency may take to answer a clearance request (19 jurisdictions) (CSV)
- How a buyer is exposed to the seller's unpaid taxes, 51 jurisdictions (CSV)
- UCC Article 6 status where official code text was checked (CSV)
- Dated changes to bulk sale rules and forms found, 2024 to 2026 (CSV)
- Planning window: the longer of the notice deadline and the agency's maximum answer time (CSV)
For journalists and researchers
If you cite only a few, cite these
- 44 of 51 jurisdictions expose a business buyer to the seller's unpaid state taxes (SMBB registry, 2026-10-28).[51][4]
- Median pre-closing notice: 10 days; Indiana: 45 days.[19][41]
- 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.
| Dataset | Publisher | Source | Query or filter | Rows used | Retrieved |
|---|---|---|---|---|---|
| State sales and use tax successor and bulk sale statutes | State legislatures (official code sites) | File or endpoint | One successor, bulk sale or tax clearance section per jurisdiction; full list in tables/registry.csv column official_url | 51 jurisdictions coded; 43 clear text, 4 interpretation needed, 4 not found | 2026-10-28 |
| Revenue department guidance, forms and filed rules | State revenue departments and secretaries of state | File or endpoint | Bulk 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 documents | 2026-10-28 |
| Internet Archive copies of official pages | Internet Archive (Wayback Machine) | File or endpoint | Latest capture of the official URL; capture dates in raw/wayback_captures.log | 18 rows | 2026-10-28 |
| SMBB coding file and build script | Sell My Business Broker | File or endpoint | scripts/coding.jsonl hand-coded fields; scripts/build.py computes every derived figure | 51 coded rows; 24 derived metrics | 2026-10-28 |
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)
- [1] Alabama Department of Revenue. FAQ: assessment for taxes owed by a predecessor (Ala. Code 40-23-25, 40-23-82). Current guidance, read 2026. Accessed 2026-10-28.
- [2] Alaska Office of the State Assessor. Alaska Sales Tax Information (archived copy, 2026-09-25). Current guidance. Accessed 2026-10-28.
- [3] Arizona State Legislature. A.R.S. 42-1110, Successor liability for tax. Statute as published 2026. Accessed 2026-10-28.
- [4] California Department of Tax and Fee Administration. Revenue and Taxation Code 6811 and 6812 (Business Taxes Law Guide, Revision 2026). Law guide revision 2026. Accessed 2026-10-28.
- [5] California Legislative Information. California Commercial Code 6105, bulk sale notice (archived copy, 2023-06-30). Statute as captured 2023. Accessed 2026-10-28.
- [6] Colorado General Assembly, Office of Legislative Legal Services. C.R.S. 39-26-117, Tax lien and successor withholding (CRS 2024 printout, archived copy). CRS 2024 edition. Accessed 2026-10-28.
- [7] Connecticut General Assembly. Conn. Gen. Stat. 12-424, Payment on termination of business and successor's liability. Current General Statutes. Accessed 2026-10-28.
- [8] District of Columbia Office of Tax and Revenue. Bulk Sales Act (archived copy, 2026-04-20). Current guidance. Accessed 2026-10-28.
- [9] Council of the District of Columbia, D.C. Law Library. D.C. Code 28:6-101, Short title [Repealed]. Current D.C. Code. Accessed 2026-10-28.
- [10] Delaware Division of Revenue. Certificate of Tax Clearance. 2025-2026 guidance. Accessed 2026-10-28.
- [11] The Florida Legislature (Online Sunshine). Fla. Stat. 213.758, Transfer of tax liabilities (2026 Florida Statutes). 2026 Florida Statutes. Accessed 2026-10-28.
- [12] The Florida Legislature (Online Sunshine). Chapter 212 contents index, 2026 Florida Statutes (no section 212.10). 2026 Florida Statutes. Accessed 2026-10-28.
- [13] Georgia Department of Revenue. Successor Liability (archived copy, 2026-04-23). Current guidance. Accessed 2026-10-28.
- [14] Hawaii Department of Taxation. Form G-8A instructions, Report of Bulk Sale or Transfer (Rev. 2024). Form revision 2024. Accessed 2026-10-28.
- [15] Iowa Legislature. Iowa Code 423.33 and 421.28 (Iowa Code 2026). Iowa Code 2026. Accessed 2026-10-28.
- [16] Idaho Legislature. Idaho Code 63-3628, Successors' liability (archived copy, 2026-03-15). Statute as captured 2026. Accessed 2026-10-28.
- [17] Illinois General Assembly. 35 ILCS 120/5j (archived copy, 2025-09-09). Statute as captured 2025. Accessed 2026-10-28.
- [18] Illinois Department of Revenue. Form CBS-1 instructions, Notice of Sale, Purchase, or Transfer of Business Assets. Current form instructions. Accessed 2026-10-28.
- [19] Indiana Department of Revenue. Successor Liability (Notice of Transfer in Bulk). Rule effective 2024-01-01. Accessed 2026-10-28.
- [20] Kansas Office of Revisor of Statutes. K.S.A. 79-3612, Lien upon property upon sale of business. Statutes as published 2026. Accessed 2026-10-28.
- [21] Kentucky General Assembly. KRS 139.670 and 139.680. Effective 2005-06-20. Accessed 2026-10-28.
- [22] Louisiana Department of Revenue. Buying a Business? Protect Yourself from Successor Liability; LAC 61:I.4357. Current guidance; rule LR 31:100. Accessed 2026-10-28.
- [23] The General Court of Massachusetts. M.G.L. c. 62C, s. 51 (archived copy, 2025-09-03). Statute as captured 2025. Accessed 2026-10-28.
- [24] Maryland General Assembly. Md. Code Tax-General 11-505 and 13-802. Current Code. Accessed 2026-10-28.
- [25] Maryland General Assembly. Md. Code Commercial Law 6-102, 6-105, 6-107 (bulk transfers). Current Code. Accessed 2026-10-28.
- [26] Maine Office of the Revisor of Statutes. 36 M.R.S. 177, Trust fund status of certain collections. Data extracted 2026-10-05. Accessed 2026-10-28.
- [27] Michigan Legislature. MCL 205.27a (archived copy, 2025-09-12). Statute as captured 2025. Accessed 2026-10-28.
- [28] Minnesota Office of the Revisor of Statutes. Minn. Stat. 270C.57, Bulk transfers; liability of successor. Current statutes. Accessed 2026-10-28.
- [29] Missouri Revisor of Statutes. RSMo 144.150, Withholding of tax money in case of sale of business. Effective 1994-12-31. Accessed 2026-10-28.
- [30] Mississippi Secretary of State (Department of Revenue rule). Miss. Admin. Code Title 35, Part IV, Chapter 08, Liability When Selling a Business. Current filed rule. Accessed 2026-10-28.
- [31] Montana Legislature. Mont. Code Ann. 15-68-808, Taxpayer quitting business, liability of successor (MCA 2025). MCA 2025. Accessed 2026-10-28.
- [32] North Carolina General Assembly. N.C. Gen. Stat. 105-164.38, Tax is a lien (archived copy, 2026-02-09). Statute as captured 2026. Accessed 2026-10-28.
- [33] North Dakota Legislative Branch. N.D.C.C. chapter 57-39.2, Sales tax. Current Century Code. Accessed 2026-10-28.
- [34] Nebraska Legislature. Neb. Rev. Stat. 77-2707 (archived copy, 2026-07-14). Statute as captured 2026. Accessed 2026-10-28.
- [35] Nebraska Department of Revenue. Form 36, Tax Clearance or Confirmation of Current Tax Liabilities Application (2026). Form edition 2026. Accessed 2026-10-28.
- [36] New Hampshire General Court. RSA chapter 78-A, Tax on Meals and Rooms (archived copy, 2026-01-21). Statute as captured 2026. Accessed 2026-10-28.
- [37] New Jersey Division of Taxation. Bulk Sale FAQ. Current guidance. Accessed 2026-10-28.
- [38] New Jersey Division of Taxation. Form C-9600, Notification of Sale, Transfer, or Assignment in Bulk. Current form. Accessed 2026-10-28.
- [39] New Mexico Taxation and Revenue Department. Form ACD-31096, Tax Clearance Request (Rev. 09/13/2022). Form revision 2022. Accessed 2026-10-28.
- [40] Nevada Legislature. NRS 360.525 (archived copy, 2026-10-23). Statute as captured 2026. Accessed 2026-10-28.
- [41] New York State Department of Taxation and Finance. Tax Bulletin ST-70, Bulk Sales (TB-ST-70). Bulletin issued 2013-06-24, current. Accessed 2026-10-28.
- [42] Ohio Legislative Service Commission. Ohio Rev. Code 5739.14 (archived copy, 2025-11-12). Effective 1967-12-12. Accessed 2026-10-28.
- [43] Oklahoma Tax Commission. OAC 710:65, Sales and Use Tax rules (2024 compilation). Rules compiled 2024. Accessed 2026-10-28.
- [44] Oregon Department of Revenue. Sales Tax in Oregon. Current guidance. Accessed 2026-10-28.
- [45] Pennsylvania General Assembly. Fiscal Code Section 1403 (1929 Act 176), 72 P.S. 1403. Current unconsolidated statute. Accessed 2026-10-28.
- [46] Pennsylvania Department of Revenue. REV-181 Application for Tax Clearance Certificate; REV-181-I instructions (07-25); Bulk Sales Notice. Instructions revised 2025-07. Accessed 2026-10-28.
- [47] Rhode Island General Assembly. R.I. Gen. Laws 44-11-29 (archived copy, 2025-12-11). Statute as captured 2025. Accessed 2026-10-28.
- [48] South Carolina Legislature. S.C. Code 12-54-124, Transfer of business assets; certificate of compliance. Current Code. Accessed 2026-10-28.
- [49] South Dakota Legislature. SDCL chapters 10-45 and 10-59. Current codified laws. Accessed 2026-10-28.
- [50] Tennessee Department of Revenue. CS-Responsible Parties-3 and -4, successor liability (archived copies, 2025). Guidance as captured 2025. Accessed 2026-10-28.
- [51] Texas Legislative Council. Tex. Tax Code 111.020, Tax collection on termination of business. Current statutes. Accessed 2026-10-28.
- [52] Utah State Legislature. Utah Code 59-12-112 (effective 2025-05-07). Effective 2025-05-07. Accessed 2026-10-28.
- [53] Virginia General Assembly (LIS). Va. Code 58.1-629, Sale of business. Code as of 2026-10-28. Accessed 2026-10-28.
- [54] Virginia General Assembly (LIS). Code of Virginia title list (no Title 8.6 or 8.6A). Code as of 2026-10-28. Accessed 2026-10-28.
- [55] Vermont General Assembly. 32 V.S.A. 3260, Bulk sales. Amended 2025, eff. 2025-07-01. Accessed 2026-10-28.
- [56] Washington State Legislature. RCW 82.32.140, Taxpayer quitting business, liability of successor. Current RCW. Accessed 2026-10-28.
- [57] Wisconsin Legislature. Wis. Stat. 77.52(18) (archived copy, 2025-03-18). Statute as captured 2025. Accessed 2026-10-28.
- [58] West Virginia Legislature. W. Va. Code 11-10-11 (archived copy, 2025-12-07). Statute as captured 2025. Accessed 2026-10-28.
- [59] Wyoming Legislature. W.S. 39-15-103 (Title 39 compressed statutes). Current statutes. Accessed 2026-10-28.
- [60] State of Arkansas. Code of Arkansas Rules (searched, no successor rule found). Searched 2026-10-28. Accessed 2026-10-28.
Tier 3: journalism and expert commentary (3)
- [61] Aaron Hall (attorney blog). Bulk Sales Law: What Asset Buyers Must Know (updated 2026-10-20). 2026. Accessed 2026-10-28.
- [62] Starfield and Smith (law firm). Best Practices: Bulk Sales Compliance Refresher (2024-05-22). 2024. Accessed 2026-10-28.
- [63] Duane Morris (law firm). Tax Bulk Sale/Transferee Liability Notice Required in Asset Sales (2019-10-31). 2019. Accessed 2026-10-28.