Purchasing or Selling a Business – Successor Liability

UCA 59-12-112 & 59-13-302

Selling a Business

If you are selling a business Utah law requires you to:

  • File final tax returns within 30 days of the business sale. 
    • For special fuel tax, file final returns within 15 days of the business sale. 
  • Close all open tax accounts with the Utah State Tax Commission. Tax licenses are not transferable*.
  • Provide the purchaser with a receipt or letter from the Utah State Tax Commission showing no sales or special fuel taxes are owed.

Purchasing a Business

If you are purchasing a business Utah law requires you to:

  • Apply for new tax licenses. Tax licenses are not transferable*.
  • Have the seller give you a receipt from the Utah State Tax Commission showing that all sales and special fuel taxes have been paid, or a letter from the Utah State Tax Commission stating no sales or special fuel taxes are due.
  • Withhold any amount of unpaid tax from the purchase price to pay to the Utah State Tax Commission within 30 days of the final sale of the business.

If you are purchasing a business, you could be held liable for previous sales and special fuel taxes the business may owe if you do not meet the requirements above.

* If business ownership changes, but the federal employer identification number (FEIN) is allowed to stay the same by the IRS, the new owner(s) is not required to obtain new tax account numbers with the Utah State Tax Commission (USTC). However, the new owner(s) must notify the USTC with the new owner and officer information. If you are purchasing or selling a business and need to know if this applies to you, legal counsel or the assistance of a professional accountant may be needed.

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