3-4-140  Bulk sales or transfers.
   A.   Seller's/Transferor's Notice Requirement.
      (1)   If a person conducts a business or activity that requires filing a tax return or remittance return with the department on any periodic basis or that requires licensing by the city pursuant to Title 4 of this Code, and the person:
         (a)   Sells or transfers the business or activity that requires the person to pay or remit a tax or be licensed by the city; or
         (b)   Sells or transfers a major part of the assets of the business or activity; or
         (c)   Sells or transfers, other than in the ordinary and usual course of business, a major part of any one or more of the following assets: (i) the stock of goods or inventory of the person; (ii) furniture or fixtures; (iii) machinery or equipment; or (iv) real property, then the person shall file with the department written notice of the intended sale or transfer.
      (2)   The seller's or transferor's written notice shall be filed with the department at least 45 days prior to the date of sale or transfer on a form provided by the department. The written notice shall set forth:
         (a)   The name of the seller or transferor;
         (b)   The name of the purchaser or transferee;
         (c)   A description of the property or business or activity to be sold;
         (d)   The purchase or transfer price;
         (e)   The date of sale or transfer; and
         (f)   Any other information the department may reasonably require.
      (3)   Within 30 days after sale or transfer, the seller or transferor shall file any tax returns or remittance returns and pay or remit to the department any taxes, interest, penalties, nontax debts and other debts due or accrued, and not paid or remitted, through the date of the sale or transfer.
   B.   Purchaser's / Transferee's Notice Requirement.
      (1)   At least 45 days prior to the date of sale or transfer, the purchaser or transferee shall file with the department written notice of intended sale or transfer on the form provided for in subsection A(2) of this section.
      (2)   The purchaser or transferee may give written notice in conjunction with the seller's or transferor's written notice.
      (3)   If the purchaser or transferee fails to file notice as required herein, then the purchaser or transferee shall be jointly and severally liable with the seller or transferor for the amount of taxes, interest, penalties, nontax debts and other debts owed by the seller or transferor to the city, but not exceeding fair market value of the property acquired by the purchaser or transferee.
   C.   Department's Response To Notice.
      (1)   If a timely written notice as required by this bulk sales provision is filed, then the department shall:
         (a)   Perform an audit of the seller's or transferor's books and records or otherwise determine all taxes, interest, penalties, nontax debts and other debts due or accrued through the date of sale or transfer; and
         (b)   At least 15 days prior to the date of sale or transfer, serve written notice on both the seller (transferor) and the purchaser (transferee) of the amount to be withheld from the purchase or transfer price to cover all taxes, interest, penalties, nontax debts and other debts due or accrued and unpaid or unremitted through the date of sale or transfer.
      (2)   Upon receiving timely written notice from the department of the amount to be withheld, the purchaser or transferee shall withhold this amount from the purchase or transfer price or, if payment of money or property is not involved, the purchaser or transferee shall withhold the performance that constitutes consideration for the sale or transfer, until the seller or transferor produces: (a) a receipt from the department showing that all taxes, interest, penalties, nontax debts and other debts have been paid or remitted, or (b) a certificate from the department showing no tax, interest, penalties, nontax debts or other debts are due.
      (3)   If the department fails to provide timely written notice to the purchaser or transferee as provided by subsection C(1)(b) of this section, then the purchaser or transferee shall be relieved of any duty to withhold from the purchase or transfer price and shall have no liability for taxes, interest, penalties, nontax debts or other debts due from the seller or transferor through the date of sale or transfer.
      (4)   If the department provides timely written notice to the purchaser or transferee of the amount to be withheld from the purchase or transfer price and that amount is withheld, then the purchaser's or transferee's liability for any taxes, interest, penalties, nontax debts or other debts through the date of sale or transfer shall be limited to the amount withheld.
      (5)   If the purchaser or transferee fails to withhold from the purchase or transfer price the amount requested by the department, then the purchaser or transferee shall be jointly and severally liable with the seller or transferor for all taxes, interest, penalties, nontax debts and other debts owed by the seller or transferor to the city but not exceeding the lesser of the fair market value of the property acquired or the amount requested by the department.
      (6)   The purchaser or transferee shall pay to the department upon the department's written demand any amount withheld under this bulk sales provision.
   D.   Seller's/transferor's continuing liability. Nothing in this Section 3-4-140 shall be construed to relieve the seller or transferor of liability for outstanding taxes, interest, penalties, nontax debts or other debts, except that any payments received from the purchaser or transferee pursuant to this section shall reduce the seller's or transferor's liability to the city.
   E.   The statutes of limitations provided by Section 3-4-120 of this chapter shall apply with respect to the issuance of a notice of tax determination and assessment to the purchaser or transferee in a bulk sale.
(Added Coun. J. 11-14-91, p. 7458; Amend Coun. J. 5-12-99, p. 106; Amend Coun. J. 12-4-02, p. 99931, § 2.1)