Form Tp-153 - Notice To Prospective Purchasers Of A Business Or Business Assets

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TP-153
(12/13)
Notice to Prospective Purchasers of a Business or Business Assets
Instructions to seller — If you intend to sell your business or any of your business assets (tangible, intangible, or
real property) other than in the ordinary course of business, you must give each prospective purchaser a copy of
this notice.
Instructions to purchaser — If you purchase a business or business assets (tangible, intangible, or real property)
from a person required to collect tax, you must notify the Tax Department of the purchase in person or by
registered or certified mail, return receipt requested, at least 10 days before taking possession of or paying for the
business assets, whichever occurs earlier. Use Form AU-196.10, Notification of Sale, Transfer or Assignment in
Bulk, to notify this department.
As the purchaser, you may be personally liable for all sales taxes owed by the seller unless, after notifying the
Tax Department, you withhold all money or other consideration due the seller until the department has had the
opportunity to notify you of any taxes owed by the seller. Your liability is limited to the total purchase price or the
fair market value of the business assets transferred, whichever is higher.
In addition, if you will be making sales in New York State that are subject to sales tax, you must register with the
Tax Department and obtain a Certificate of Authority, which gives you the right to collect tax on your taxable sales
and to issue and accept most New York State sales tax exemption certificates. You must register at least 20 days
before commencing business, opening a new place of business, or taking possession of or paying for the business
or business assets, whichever is earliest. To apply for a Certificate of Authority, use the NYS License Center at
Failure to obtain a Certificate of Authority before making taxable sales may subject you
to substantial penalties. For more information about registering for sales tax purposes, see Tax Bulletin TB-ST-360,
How to Register for New York State Sales Tax.
For more detailed information regarding the rights and liabilities of the purchaser and the seller in a bulk sale
transaction, refer to TSB-M-83(6)S, Guidelines for Bulk Sales Transactions.
Need help?
Telephone assistance
Visit our Web site at
• get information and manage your taxes online
Sales Tax Information Center:
(518) 485-2889
• check for new online services and features
To order forms and publications:
(518) 457-5431
Text Telephone (TTY) Hotline (for persons with
Persons with disabilities: In compliance with the
hearing and speech disabilities using a TTY): If you
Americans with Disabilities Act, we will ensure that our
lobbies, offices, meeting rooms, and other facilities
have access to a TTY, contact us at (518) 485-5082.
If you do not own a TTY, check with independent
are accessible to persons with disabilities. If you have
living centers or community action programs to find
questions about special accommodations for persons
out where machines are available for public use.
with disabilities, call the information center.

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