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The Florida Senate

2011 Florida Statutes

Title XIV TAXATION AND FINANCE
Chapter 213 STATE REVENUE LAWS: GENERAL PROVISIONS Entire Chapter
SECTION 758
Transfer of tax liabilities.
F.S. 213.758
213.758 Transfer of tax liabilities.—
(1) As used in this section, the term:
(a) “Involuntary transfer” means a transfer of a business or stock of goods made without the consent of the transferor, including, but not limited to, a transfer:
1. That occurs due to the foreclosure of a security interest issued to a person who is not an insider as defined in s. 726.102;
2. That results from an eminent domain or condemnation action;
3. Pursuant to chapter 61, chapter 702, or the United States Bankruptcy Code;
4. To a financial institution, as defined in s. 655.005, if the transfer is made to satisfy the transferor’s debt to the financial institution; or
5. To a third party to the extent that the proceeds are used to satisfy the transferor’s indebtedness to a financial institution as defined in s. 655.005. If the third party receives assets worth more than the indebtedness, the transfer of the excess may not be deemed an involuntary transfer.
(b) “Transfer” means every mode, direct or indirect, with or without consideration, of disposing of or parting with a business or stock of goods, and includes, but is not limited to, assigning, conveying, demising, gifting, granting, or selling.
(2) A taxpayer who is liable for any tax, interest, penalty, surcharge, or fee administered by the department pursuant to chapter 443 or described in s. 72.011(1), excluding corporate income tax, and who quits a business without the benefit of a purchaser, successor, or assignee, or without transferring the business or stock of goods to a transferee, must file a final return and make full payment within 15 days after quitting the business. A taxpayer who fails to file a final return and make payment may not engage in any business in this state until the final return has been filed and all taxes, interest, or penalties due have been paid. The Department of Legal Affairs may seek an injunction at the request of the department to prevent further business activity until such tax, interest, or penalties are paid. A temporary injunction enjoining further business activity may be granted by a court without notice.
(3) A taxpayer who is liable for taxes, interest, or penalties levied under chapter 443 or any of the chapters specified in s. 213.05, excluding corporate income tax, who transfers the taxpayer’s business or stock of goods, must file a final return and make full payment within 15 days after the date of transfer.
(4)(a) A transferee, or a group of transferees acting in concert, of more than 50 percent of a business or stock of goods is liable for any tax, interest, or penalties owed by the transferor unless:
1. The transferor provides a receipt or certificate from the department to the transferee showing that the transferor is not liable for taxes, interest, or penalties from the operation of the business; and
2. The department finds that the transferor is not liable for taxes, interest, or penalties after an audit of the transferor’s books and records. The audit may be requested by the transferee or the transferor. The department may charge a fee for the cost of the audit if it has not issued a notice of intent to audit by the time the request for the audit is received.
(b) A transferee may withhold a portion of the consideration for a business or stock of goods to pay the taxes, interest, or penalties owed to the state from the operation of the business. The transferee shall pay the withheld consideration to the state within 30 days after the date of the transfer. If the consideration withheld is less than the transferor’s liability, the transferor remains liable for the deficiency.
(c) A transferee who acquires the business or stock of goods and fails to pay the taxes, interest, or penalties due may not engage in any business in the state until the taxes, interest, or penalties are paid. The Department of Legal Affairs may seek an injunction at the request of the department to prevent further business activity until such tax, interest, or penalties are paid. A temporary injunction enjoining further business activity may be granted by a court without notice.
(5) The transferee, or transferees acting in concert, of more than 50 percent of a business or stock of goods are jointly and severally liable with the transferor for the payment of the taxes, interest, or penalties owed to the state from the operation of the business by the transferor.
(6) The maximum liability of a transferee pursuant to this section is equal to the fair market value of the property transferred or the total purchase price, whichever is greater.
(7) After notice by the department of transferee liability under this section, the transferee has 60 days within which to file an action as provided in chapter 72.
(8) This section does not impose liability on a transferee of a business or stock of goods pursuant to an involuntary transfer.
(9) The department may adopt rules necessary to administer and enforce this section.
History.—s. 8, ch. 2010-166.