Navigating Bulk Sales
Category: On Demand
Member Price: $140
Non-Member Price: $175
Areas of Law: Business, Real Estate, Taxation
| NJ CLE: | NJ CLE information: This program has been approved by the Board on Continuing Legal Education of the Supreme Court of New Jersey for 2 hours of total CLE credit (Full Credits Available: NJ General: 2.0). |
| NY CLE (t&nt): | NY Professional Practice Non-Transitional: 2.0 |
Keynote
Moderator
Presenters
- F. Bradford Batcha, Esq.
- Batcha & Batcha LLC, Shrewsbury
- Timothy Kinsley
- Bulk Sales Unit, Division of Taxation
- Matthew Steel
- Bulk Sales Unit, Division of Taxation
- Nicole E. Taplin, Esq.
- Gibbons P.C., Newark
- Eric B. Udowychenko
- Gibbons P.C, Newark
- Peter J. Ulrich, Esq.
- Gibbons PC, Newark
The Bulk Sales Act (N.J.S.A. 54:50-38 and N.J.S.A. 54:32B-22(c)) provides the New Jersey Division of Taxation a mechanism to obtain notice of a New Jersey taxpayer’s sale of business assets out of the ordinary course of business. In turn, it allows the state to collect unpaid taxes from the sales proceeds. The process can also be used by purchasers of business assets to protect them from bearing transferee liability with respect to state tax liabilities of the seller. Bulk sales can include the sale of real property, tangible property – such as inventory or materials – and intangible assets like goodwill.
Numerous practical issues arise in applying and complying with the Bulk Sales Act, including determining whether there is a sale of a business asset, understanding how to complete and submit the bulk sale notification form, how a seller may respond to a state request for the purchaser to escrow funds at closing and how to minimize miscommunications with the Bulk Sale Section within the state Division of Taxation.
It is the purchaser’s responsibility to notify the state of a bulk sale. If you represent a purchaser of a business or business property that falls within the Bulk Sales Act, it is important to know how to protect your client during the bulk sale notification process and well before that, in drafting the purchase agreement. Alternatively, if you represent a seller, you will be looking to minimize escrow requests, perhaps by assisting your client in addressing tax return delinquencies and tax payment deficiencies.
Join us as our panel, which will include representatives from the Bulk Sale Section, guides you through the New Jersey bulk sales process:
- Who the bulk sales law applies to
- Notice requirements under the statute
- Reporting requirements under the statute
- Recently updated guidance on the bulk sale process
- How to obtain a reduction of escrow from the state
- How to properly respond to a “returns required” letter, which returns to file and how
- How to properly respond to an “insufficient notice” letter
- Steps to take if your clients receives a bulk sale violation
- Tips for working with the Division of Taxation, and more.