For more information on bulk sale transactions see TSBM836SGuidelines for Bulk Sales Transactionsand Tax Bulletin ulk Sales TB70ou may owe sales and use taxeson the business assets purchasedn additi ID: 895390
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1 ��Publication 7(11/15) For
��Publication 7(11/15) For more information on bulk sale transactions, see TSB-M-83(6)S , Guidelines for Bulk Sales Transactionsand Tax Bulletin ulk Sales (TB70) . ou may owe sales and use taxeson the business assets purchased n addition to your obligations and
2 requirements with respect to sales and
requirements with respect to sales and use taxes accrued and determined to be due to the department from the seller, you are also responsible for paying the sales and use taxesdue, if any, on your purchase of any tangible personal property as part of a bulsale transaction. Sale
3 s anduse taxesarenot imposed on the sale
s anduse taxesarenot imposed on the saleor useof real property or intangible assets, such as goodwil Sales taxegistratirequirementsIf,you willbe making taxable sales,ssuing orpting certain exemptioncertificates,arging rentformoteloomsaking admission charges,ou mustegisterforales
4 taxposes.TaxulletiHowYork Business Expre
taxposes.TaxulletiHowYork Business Expres he following examples illustrate some common transactions that are and are not bulk sales: xample Corporation A, a person required to collect sales tax, sells its business assets to Corporation B. This sale is a bulk sale transaction.
5 xample Corporation A, a person required
xample Corporation A, a person required to collect sales tax, transfers all of its business assets to Corporation B in exchange for stock in Corporation B. The transfer of Corporation A’s assets to Corporation B is a bulk sale transaction. xample Corporation A purchases a
6 ll the issued and outstanding stock of C
ll the issued and outstanding stock of Corporation B, a person required to collect sales tax. Corporation A and Corporation B will continue to exist as separate legal entities. Since the business assets of Corporation B have not been transferred in connection with the sale of it
7 s stock, this is not a bulk sale transac
s stock, this is not a bulk sale transaction. xample Corporation A, a person required to collect sales tax, sells its entire inventory which is purchased by Corporation B for resale. The sale by Corporation A is a bulk sale transaction. Example Mr. Smith, a person required to
8 collect sales tax, makes a gift of all o
collect sales tax, makes a gift of all of his business assets to another person. This transfer is a bulk sale transaction. 42 ��Publication 7(11/15) through November. You may not apply for a temporary Certificate of Authority. You must apply for a regular Cer
9 tificate of Authority If you qualify to
tificate of Authority If you qualify to apply for a temporary Certificate of Authority, you must apply for it at least 20 days before you begin operating your business. (See How to obtain your Certificate of Authority , below.) How to obtain your Certificate of Authority
10 You must apply for a Certificate of Au
You must apply for a Certificate of Authority at least 20 days before you begin business You must apply for a Certificate of Authorityat least 20 days before begin operating your business. You canapply online by vNew York Business Express f youcannot apply online, youmustconta
11 ct the Sales Tax Information Center. See
ct the Sales Tax Information Center. See the Need help? section on the back cover of this publication. The Tax Department will review your completed application. If your application is approved, we will mail you a Certificate of Authority. You cannot legally make taxable sales,
12 collect tax on your taxable sales,issue
collect tax on your taxable sales,issue or accept most exemption certificates until you receiveyour Certificate of Authority. If you listed several places of business on yourapplication, the Tax Department will provide you with a separate Certificate of Authority for each locat
13 ion. Denial of a Certificate of Author
ion. Denial of a Certificate of Authority The Tax Department may deny your request for a Certificate of Authority The Tax Department may deny your request for a Certificate of Authority under certain circumstances. For example, ifyou oweany tax imposed der the Tax La
14 w that was finallydetermined to be due f
w that was finallydetermined to be due from you that you have not paid, we may denyyour application for Certificate of AuthorityRemember that you cannot legally make taxable sales, collect tax on your taxable sales,or issue or accept most New York State exemption certificates un
15 til you receive a Certificate of Authori
til you receive a Certificate of AuthoritySee page 7for information regarding the penalties imposed for engaging in business without first receiving a Certificate of Authority . Within 3 0 days of the mailing of thenotice that your application for a Certificate of Authorit
16 yhas been denied, you may file either a
yhas been denied, you may file either a request forconference, or a petition for a hearing If we deny your timely and complete application for a Certificate of Authority , we will send you a Notice of Proposed Refusal to Registerby certified mail within five days of the da
17 te we receive your application. The Noti
te we receive your application. The Notice of Proposed Refusal to Register will state the basis for the proposed refusal. If you believe that the Tax Department has made a mistake, you should file a request for a conference with the Bureau of Conciliation and Mediation Services,
18 or file a petition for an expeditedhear
or file a petition for an expeditedhearing with the Division of Tax Appeals. You must file the application for a conference orexpeditedhearing within 0 days of the mailing of the Notice of Proposed Refusal to Registerotherwise it becomes final. Once the tice of Proposed Refusal
19 to Registerbecomes final, you are prohi
to Registerbecomes final, you are prohibited from engaging in any business in NewYork State for which a Certificate of Authorityis required. 12 ��Publication 7(11/15) For more information on bulk sale transactions, see TSB-M-83(6)S , Guidelines for Bulk Sales Tr
20 ansactionsand Tax Bulletin ulk Sales (
ansactionsand Tax Bulletin ulk Sales (TB70) . You may owe sales and use taxeson the business assets purchased In addition to your obligations and requirements with respect to sales and use taxes accrued and determined to be due to the department from the seller, you are also
21 responsible for paying the sales and use
responsible for paying the sales and use taxesdue, if any, on your purchase of any tangible personal property as part of a bulsale transaction. Sales anduse taxesarenot imposed on the saleor useof real property or intangible assets, such as goodwil Sales taxegistratirequirements
22 If,you willbe making taxable sales,ssuin
If,you willbe making taxable sales,ssuing orpting certain exemptioncertificates,rging rentformoteloomsaking admission charges,ou mustegisterforalestaxposes.TaxulletiHow-ST-36New Express The following examples illustrate some common transactions that are and are not bulk sales: E
23 xample Corporation A, a person required
xample Corporation A, a person required to collect sales tax, sells its business assets to Corporation B. This sale is a bulk sale transaction. Example Corporation A, a person required to collect sales tax, transfers all of its business assets to Corporation B in exchange for
24 stock in Corporation B. The transfer of
stock in Corporation B. The transfer of Corporation A’s assets to Corporation B is a bulk sale transaction. Example Corporation A purchases all the issued and outstanding stock of Corporation B, a person required to collect sales tax. Corporation A and Corporation B will
25 continue to exist as separate legal enti
continue to exist as separate legal entities. Since the business assets of Corporation B have not been transferred in connection with the sale of its stock, this is not a bulk sale transaction. Example Corporation A, a person required to collect sales tax, sells its entire inve
26 ntory which is purchased by Corporation
ntory which is purchased by Corporation B for resale. The sale by Corporation A is a bulk sale transaction. Example Mr. Smith, a person required to collect sales tax, makes a gift of all of his business assets to another person. This transfer is a bulk sale transaction. 42
27 ��Publication 7(11/15) thr
��Publication 7(11/15) through November. You may not apply for a temporary Certificate of Authority. You must apply for a regular Certificate of Authority If you qualify to apply for a temporary Certificate of Authority, you must apply for it at least 20 days bef
28 ore you begin operating your business.
ore you begin operating your business. (See How to obtain your Certificate of Authority , below.) How to obtain your Certificate of Authority You must apply for a Certificate of Authority at least 20 days before you begin business You must apply for a Certificate of Aut
29 hority at least 20 days before you begin
hority at least 20 days before you begin operating your business. You can apply online by visiting New If youcannot apply online, youmustcontact the Sales Tax Information Center. See the Need help? section on the back cover of this publication. The Tax Department will review yo
30 ur completed application. If your applic
ur completed application. If your application is approved, we will mail you a Certificate of Authority. You cannot legally make taxable sales, collect tax on your taxable sales,issue or accept most exemption certificates until you receiveyour Certificate of Authority. If you lis
31 ted several places of business on yourap
ted several places of business on yourapplication, the Tax Department will provide you with a separate Certificate of Authority for each location. Denial of a Certificate of Authority The Tax Department may deny your request for a Certificate of Authority The Tax Depar
32 tment may deny your request for a Certi
tment may deny your request for a Certificate of Authority under certain circumstances. For example, ifyou oweany tax imposed der the Tax Law that was finallydetermined to be due from you that you have not paid, we may denyyour application for Certificate of AuthorityRemember
33 that you cannot legally make taxable sa
that you cannot legally make taxable sales, collect tax on your taxable sales,or issue or accept most New York State exemption certificates until you receive a Certificate of AuthoritySee page 7for information regarding the penalties imposed for engaging in business without fi
34 rst receiving a Certificate of Authorit
rst receiving a Certificate of Authority . Within 3 0 days of the mailing of thenotice that your application for a Certificate of Authorityhas been denied, you may file either a request forconference, or a petition for a hearing If we deny your timely and complete appli
35 cation for a Certificate of Authority ,
cation for a Certificate of Authority , we will send you a Notice of Proposed Refusal to Registerby certified mail within five days of the date we receive your application. The Notice of Proposed Refusal to Register will state the basis for the proposed refusal. If you believe
36 that the Tax Department has made a mist
that the Tax Department has made a mistake, you should file a request for a conference with the Bureau of Conciliation and Mediation Services, or file a petition for an expeditedhearing with the Division of Tax Appeals. You must file the application for a conference orexpedited
37 hearing within 0 days of the mailing of
hearing within 0 days of the mailing of the Notice of Proposed Refusal to Registerotherwise it becomes final. Once the tice of Proposed Refusal to Registerbecomes final, you are prohibited from engaging in any business in NewYork State for which a Certificate of Authorityis requ
38 ired. 12 ��Publication 7(
ired. 12 ��Publication 7(11/15) through November. You may not apply for a temporary Certificate of Authority. You must apply for a regular Certificate of Authority If you qualify to apply for a temporary Certificate of Authority, you must apply for it at least 2
39 0 days before you begin operating your
0 days before you begin operating your business. (See How to obtain your Certificate of Authority , below.) How to obtain your Certificate of Authority You must apply for a Certificate of Authority at least 20 days before you begin business You must apply for a Certific
40 ate of Authority at least 20 days before
ate of Authority at least 20 days before you begin operating your business. You can apply online by visiting If yocannot apply online, youmustcontact the Sales Tax Information Center. See the Need help? section on the back cover of this publication. The Tax Department will revie
41 w your completed application. If your ap
w your completed application. If your application is approved, we will mail you a Certificate of Authority. You cannot legally make taxable sales, collect tax on your taxable sales,issue or accept most exemption certificates until you receiveyour Certificate of Authority. If you
42 listed several places of business on yo
listed several places of business on yourapplication, the Tax Department will provide you with a separate Certificate of Authority for each location. Denial of a Certificate of Authority The Tax Department may deny your request for a Certificate of Authority The Tax D
43 epartment may deny your request for a C
epartment may deny your request for a Certificate of Authority under certain circumstances. For example, ifyou oweany tax imposed der the Tax Law that was finallydetermined to be due from you that you have not paid, we may denyyour application for Certificate of AuthorityReme
44 mber that you cannot legally make taxabl
mber that you cannot legally make taxable sales, collect tax on your taxable sales,or issue or accept most New York State exemption certificates until you receive a Certificate of AuthoritySee page 7for information regarding the penalties imposed for engaging in business withou
45 t first receiving a Certificate of Auth
t first receiving a Certificate of Authority . Within 3 0 days of the mailing of thenotice that your application for a Certificate of Authorityhas been denied, you may file either a request forconference, or a petition for a hearing If we deny your timely and complete a
46 pplication for a Certificate of Authori
pplication for a Certificate of Authority , we will send you a Notice of Proposed Refusal to Registerby certified mail within five days of the date we receive your application. The Notice of Proposed Refusal to Register will state the basis for the proposed refusal. If you bel
47 ieve that the Tax Department has made a
ieve that the Tax Department has made a mistake, you should file a request for a conference with the Bureau of Conciliation and Mediation Services, or file a petition for an expeditedhearing with the Division of Tax Appeals. You must file the application for a conference orexped
48 itedhearing within 0 days of the mailing
itedhearing within 0 days of the mailing of the Notice of Proposed Refusal to Registerotherwise it becomes final. Once the tice of Proposed Refusal to Registerbecomes final, you are prohibited from engaging in any business in NewYork State for which a Certificate of Authorityis