Corporate Law Selling out shares in c corporation

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cook

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I hold 40 percent stock in a C corporation which currently owes unpaid payroll and sales taxes. If I sell my shares, does the purchaser become liable for these debts? The purchaser does agree to this, but I would like some assurance that I will not be legally liable for these tax debts after I have sold all interests in the company.
 
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I was involved in a similar situation a few years ago when I sold my business. My understanding is that if you sell stock, then the buyer is responsible for debts. I sold the business assets, not stock, therefore the buyer was not responsible for debts. I am not a lawyer, so I advise that you get legal advice, but I'm pretty sure I am correct in this, at least in the state of Georgia.
 
If you are legally liable for the payroll taxes as a "responsible person" under the IRS rules, then even the buyer of your shares also becomes liable, you will NOT be relieved of your obligation for the taxes. If your buyer agrees to pay the taxes and fails to do so, you will have a claim against him, but the IRS will have the right to come after you and will let you deal with your buyer.
 
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