If I bought out a business but did not realize it had a tax delinquency for the past 3 years, am I liable for that delinquency?

I am now the new owner and new owner.

Asked on March 28, 2017 under Business Law, Texas

Answers:

SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 3 years ago | Contributor

If you bought an LLC or corporation, then the LLC or corporation is still liable for that delinquency; for certain taxes (e.g. the "fiduciary" taxes, where the business is supposed to collect and turn over other people's money, like sales tax), it's even possible that you, as the responsible person, could be personally liable. You could sue the seller for his/her failure to disclose this issue--i.e. for fraud--and could possibly void or rescind the sale (they take business back; you get money back) or  get monetary compensation.
If you did not buy an LLC or corporation but just bought the name and assets of an existing business, then neither you nor the business should be liable; the seller should remain liable for this debt. Buying something from a person who owes taxes does not itself make you liable for those taxes--e.g. if you neighbor owes income taxes and you buy his car, you do not owe the taxes for him.


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