(A) A distributor who sells, leases, conveys, forfeits, transfers or assigns the majority of their business interest, including to a creditor or secured party, shall make a final tobacco products tax return within 30 days after the date of such conveyance.
(B) At least ten business days before any such sale is completed, the distributor shall send to the City clerk, by approved communication (email confirmation, certified first-class mail, postage prepaid) a notice that the distributor's interest is to be conveyed and shall include the name, address and telephone number of the person or entity to whom the interest is to be conveyed.
(C) Upon notice of sale and disclosure of buyer, the City shall be authorized to disclose the status of the distributor's tobacco products tax account to the named buyer or assignee.
(D) Upon receipt of notice of a sale or transfer, the City shall send the transferee a copy of this code with this section highlighted.
(E) Neither the City's failure to give the notice nor the transferee's failure to receive the notice shall relieve the transferee of any obligations under this section.
(F) Following receipt of the notice, the City shall have 60 days in which to perform a final tobacco products tax audit and assess tobacco products tax liability against the seller of the business. If the notice is not mailed at least ten business days before the sale is completed, the City shall have 12 months from the date of the completion of the sale or the City's knowledge of the completion of the sale within which to begin a final tobacco products tax audit and assess tobacco products tax liability against the seller of the business. The City may also initiate an estimated assessment if the requirements for such an assessment exist.
(G) A person acquiring any interest of a distributor in a business required to remit the tax under this Chapter assumes the liability of the distributor for all taxes due the City, whether current or delinquent, whether known to the City or discovered later, and for all interest, penalties, costs and charges on such taxes.
(H) Before the effective date of the transfer, the transferee of a business shall obtain from the City an estimate of the delinquent tobacco products tax, penalty and interest, if any, owed by the distributor as of the date of the transfer, and shall withhold that amount from the consideration payable for the transfer, until the distributor has produced a receipt from the City showing that all tax obligations imposed by this Chapter have been paid. A transferee that fails to withhold the amount required under this subsection shall be liable to the City for the lesser of the amount of delinquent tobacco products tax, penalty and interest due from the distributor as of the date of transfer, and the amount that the transferee was required to withhold.
(I) In this section, the term "TRANSFER" includes the following:
(1) A change in voting control, or in more than 50% of the ownership interest in a distributor that is a corporation, limited liability company or partnership;
(2) A sale of all or substantially all the assets used in the business of the distributor; or
(3) The initiation of a lease, management agreement or other arrangement under which another person becomes entitled to the remote distributor's or marketplace facilitator's gross receipts from sales, rentals or services.
(J) A distributor who terminates the business without the benefit of a purchaser, successor or assign shall make a final tax return and settlement of tax obligations within 30 days after such termination. If a final return and settlement are not received within 30 days of the termination, the distributor shall pay a penalty of $500, plus an additional penalty of $25 for each additional 30 day period, or part of such a period, during which the final return and settlement have not been made, for a maximum of six additional periods.
(Ord. 2021-02, passed 3-30-21)