Bulk Sales
Bulk Sales
Bulk Sales or Transfer Notice Form is to be filed by any person or business that is a seller, transferor, purchaser or transferee of:
- a business or activity that requires him/her to pay or remit Cook County Tax
- a major part of the assets of the business activity
- a major part of any one or more of the following assets sold, transferred or purchased in, other than the ordinary and usual course of business: the stock of goods or inventory, furniture or fixtures, real property.
The completed notice must be filed with the Department at least 45 days prior to the date of sale, transfer or purchase.
Understanding Bulk Sales and Transfers
What is a Bulk Sale? A "bulk sale" or transfer occurs when a business sells or transfers the business itself, a major part of its assets (like inventory, furniture, or equipment), or its real property, outside of the normal, day-to-day course of doing business.
Why is the Bulk Sale Notice Important? Filing a bulk sale notice is a critical step to protect both the buyer and the seller. When a business changes hands, the County needs to ensure that any outstanding tax debts associated with that business are settled. Filing the required forms triggers a review process that protects the buyer from unexpectedly inheriting the seller's past due taxes, while allowing the seller to cleanly close out their tax accounts with the County.
Key Requirements
Requirements for the Seller
- Advance Notice: You must file a written notice with the Department of Revenue at least 45 days before the official date of the sale or transfer. This notice must include details like the buyer's name, the purchase price, and a description of what is being sold. The Bulk Sale notice form is available in the download section of this webpage.
- Final Filing and Payment: Within 30 days after the sale is finalized, you must file your final tax returns and pay any outstanding taxes, interest, or penalties that accrued up through the date of the sale.
- Continuing Responsibility: You remain legally responsible for your tax debts even after the sale.
Requirements for the Buyer
- Advance Notice: You are also required to file a written notice with the Department at least 45 days prior to the sale. (Note: The buyer and seller can conveniently submit this notice together).
- Withholding Funds: If the Department notifies you that the seller owes taxes, you must withhold that specific amount of money from the final purchase price.
- Holding the Funds: You must hold onto these withheld funds until the seller can provide an official receipt or a release letter from the Department proving that all of their tax debts have been paid in full.
- Penalty for Non-Compliance: If you fail to file the 45-day notice or fail to withhold the requested funds, you can be held legally responsible for paying the seller's unpaid taxes, interest, and penalties.
Requirements for the Department of Revenue
- Account Review: Once a timely bulk sale notice is received, the Department will review the seller's accounts and/or perform an audit to determine if any taxes, interest, or penalties are owed.
- Timely Notification: For a timely filed bulk sale notice, The Department is required to send a written notice to both the buyer and the seller at least 15 days before the date of the sale. This notice will specify the exact amount of money the buyer needs to withhold from the purchase price.
Missed Deadlines: For a timely filed bulk sale notice, If the Department fails to provide this written notice at least 15 days prior to the sale, the buyer is officially relieved of their duty to withhold funds and will not be held liable for the seller's tax debts. The seller is still liable for any tax debts.