How to Get a Tax Clearance Certificate

When buying a business, learn first how to avoid assuming the seller’s tax liability.

What Is a Tax Clearance Certificate?

A tax clearance certificate is a document issued by a state government agency, usually the Department of Revenue. It certifies that a business or individual has met their tax obligations as of a certain date. The IRS also issues tax clearance certificates in certain situations, such as applications for federal contracts.

Tax clearance certificates might also be called tax clearance letters, tax status certificates or letters, certificates or letters of compliance or tax compliance, or letters or certificates of good standing.

The taxes that might be covered in a clearance certificate for a business include sales tax, use tax, franchise or corporate tax, unemployment tax, and other types of taxes, depending on the laws and requirements of each state.

When Do You Need a Tax Clearance Certificate?

Many states have what's called successor's liability laws, which mean that you can be held responsible for unpaid taxes even though the taxes were incurred by a former owner. States might require business owners to obtain a tax clearance certificate when they close or sell their business, but to protect your interests, you, the buyer, should obtain a tax clearance even if it is not legally required.

If you are expanding your business from your home state into a new state, you might find that the new state where you are locating requires a certificate. The same might be true if you are applying for a loan or government contract.

Most states require you to register your business, usually with the Secretary of State. Getting a tax clearance doesn't eliminate the need to register the business you are purchasing.

Deciding What Tax Information You Need

If you are buying a business, you will first need to know the types of taxes levied on the business you are buying. Some states will search all tax databases to fulfill a tax clearance request, but others will ask you to state the types of taxes you want to include in the search. The types of tax liabilities you should check for include:

  • sales and use taxes
  • gross receipts taxes
  • withholding taxes
  • excise taxes
  • franchise or corporation taxes
  • special taxes like gaming, liquor and fuel
  • employment taxes like unemployment and withholding taxes

Some states levy permit and license fees and you will want to be certain the seller is up to date on those taxes as well.

How to Get a Tax Clearance Certificate

In most states, the Department of Revenue will issue a tax clearance certificate, but in others it might be the Department of Taxes, Department of Finance, Secretary of State, or another agency. Many states provide forms for requesting a tax clearance online. Others require you to submit a written request.

Refer to the 50-state table for the agency that issues tax clearance certificates in your state. The procedures for getting a certificate vary widely from one state to the next, and the procedure depends on the type of business entity, the industry, and the location within the state. It's a good idea to check directly with the state agency responsible for issuing clearances before submitting your application to learn exactly what the certificate will cover.

Some state revenue and taxation agencies include employment taxes, such as unemployment tax and withholding tax, in their search to determine whether a seller has any outstanding tax liabilities. But in other states, you might need to request employment tax information separately from the Department of Labor or a similar agency.

Local governments, including counties and cities, might also levy taxes. You might have to contact the taxing agency in the local area where your business is located to determine whether a seller is up to date on those taxes.

What You Need to Request a Certificate

In general, you'll need to supply the following information to get a tax clearance certificate:

  • the name, address, and phone number of the buyer and seller
  • a business address or addresses if multiple locations are involved
  • the date of sale
  • a bill of sale or purchase agreement for the business
  • the tax and employer identification numbers for the seller and buyer, and
  • escrow company information, if one was involved

More Questions to Ask

Which taxes are subject to successor's liability rules? As explained above, most states hold the buyer of a business responsible for the seller's unpaid taxes. The type of taxes (such as sales and use tax) that are subject to those laws varies by state.

Does the state require you to withhold funds to cover unpaid taxes? Many states require the buyer to withhold enough funds to cover the seller's unpaid taxes, along with interest and penalties. Unfair as it might seem, buyers might be charged a penalty if they fail to set aside those funds.

Does the state impose requirements for closing a business? Some states require business owners to file a formal notification when they close or sell their business. This notification alerts the state to check for unpaid taxes. Buyers in these states should request a copy of the close or sale notice, especially if the state uses the notice in lieu of issuing a clearance certificate. Some states offer the option of verifying the closure through the state's website. If the seller does not file a required notification and owes taxes, the state might come after the buyer for payment.

Will the state issue a tax clearance to the buyer? Typically, the seller applies for the tax clearance, but some states allow the buyer to apply for it. Other states will issue a tax clearance only to the seller, and you'll have to work with the seller to get a copy. Others allow the buyer to receive a copy of the tax clearance directly if the seller provides written authorization.

Will you need a separate tax clearance for multiple locations of a business? If the business you are buying has more than one location, you might need a separate clearance for each location.

Does the agency issue clearances when the seller has a payment plan in place? In some states, a tax clearance might not mean that the seller has no unpaid taxes, but rather that the seller has arranged a payment plan to pay the taxes. It's important to understand your rights if the seller doesn't live up to the payment plan in the future.

What About Liens?

A lien allows a creditor to legally take a borrower's property or assets if a loan that is secured by property goes unpaid. The lien "sticks" to the property, no matter who owns it. To avoid the specter of losing your newly acquired property to the seller's lender, make sure that the assets you are acquiring are not subject to any liens.

In most cases, you can do a Uniform Commercial Code (UCC) public search on the website of the Secretary of State to determine if someone has placed a lien against the property you are purchasing. This gives you notice of what secured debt you'll be acquiring (if any) related to the business's equipment, inventory, and other items. You will want to do this whether you are buying the business in an asset purchase (where you own the property of the business) or a stock purchase (where you own the business entity and the entity owns the property.)

It's also a good idea to investigate other kinds of business debt, such as guarantees and other private contractual obligations.

Getting a Tax Clearance Certificate in Your State

State State Agency State Certificates
Alabama Department of Revenue Certificate of Compliance
Alaska Department of Labor and Workforce Development Tax Clearance Certificate, Instruction Sheet
Arizona Department of Revenue Tax Clearance
Arkansas Department of Finance and Administration Office of Excise Tax Administration Certificate of Tax Standing
California Department of Tax and Fee Administration; Certificate of Tax Clearance
Colorado Department of Revenue Tax Status Letter
Connecticut Department of Revenue Services Tax Clearance Certificate, Instruction Sheet
Delaware Division of Revenue Certificate of Tax Clearance
District of Columbia Office of Tax and Revenue Certificate of Clean Hands
Florida Department of Revenue Certificate of Compliance, Tax Clearance Letter
Georgia Department of Revenue Tax Clearance Letter
Hawaii Department of Taxation Tax Clearance Certificate
Idaho State Tax Commission Tax Clearance Certificate
Illinois Department of Revenue Notice of Sale, Purchase or Transfer of Business Assets
Indiana Department of Revenue Letter of Good Standing
Iowa Departmentof Revenue Iowa Business Tax Cancellation
Kansas Department of Revenue Certificate of Tax Clearance
Kentucky Department of Revenue Update or Cancellation of Existing Tax Accounts, Articles of Dissolution
Louisiana Department of Revenue Tax Clearance
Maine Revenue Services Tax Clearance Letter
Maryland Department of Assessments and Taxation Certificate of Status
Massachusetts Department of Revenue Certificate of Good Standing and/or Tax Compliance
Michigan Department of Treasury Tax Clearance Certificate
Minnesota Department of Commerce Tax Clearance
Mississippi Department of Revenue Notice of Business Transfer
Missouri Secretary of State Certificate of Good Standing
Montana Department of Revenue Certificate of Tax Clearance
Nebraska Department of Revenue Good Standing Certificate
Nevada Department of Revenue Tax Clearance Application
New Hampshire Department of Taxation Authorization for Release of Information to Purchaser Successors Liability
New Jersey Department of Revenue Administration Certificate of Withdrawal, Dissolution or Good Standing
New Mexico Division of Revenue and Enterprise Services Business Entity Standing Certificate
New York Taxation and Revenue Department Tax Clearance Certificate
North Carolina Department of Taxation and Finance Consent to Dissolution Notification of Sale Transfer or Assignment in Bulk
North Dakota Department of Revenue Letter of Good Standing
Ohio Office of State Tax Commissioner Certificate of Good Standing, Tax Release Certificate
Oklahoma Tax Commission Disclosure of Tax Information Authorization
Oregon Department of Revenue Tax Compliance Certification
Pennsylvania Department of Revenue Tax Clearance Certificate
Rhode Island Department of Revenue Letter of Good Standing
South Carolina Department of Revenue Certificate of Tax Compliance
South Dakota Department of Revenue Tax Clearance Certificate
Tennessee Department of Revenue Tax Clearance Certificate
Texas Comptroller Certificate of Account Status
Utah Tax Commission Letter of Good Standing
Vermont Department of Taxes Notice of Escrow/Tax Certificate or Clearance
Virginia Virginia Tax No form available
Washington Department of Revenue Revenue Clearance Certificate
West Virginia Tax Department Letter of Good Standing
Wisconsin Department of Revenue Sales and Use Tax Clearance Certificate
Wyoming Secretary of State Good Standing Certificate

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