Successor Liability and Clearance Certificates

  1. What is meant by successor liability?

  2. If I am responsible for successor liability, what do I have to pay?

  3. If I buy an existing business, will I be liable for any unpaid sales and use taxes of the seller for that business?

  4. If I buy most of the assets of a business (e.g., equipment, furniture, inventory) but not the entire business, could I be held personally liable for the unpaid taxes of that business?

  5. How do I know how much to withhold?

  6. If I am taking over a business and there is no purchase price, am I still subject to successor liability?

  7. The seller of a business has several locations. I have purchased only one location. Am I responsible for what is owed at all locations?

  8. Am I still responsible for successor liability if the seller and I write up a contract that says that the seller will pay all liabilities?

  9. What is a clearance certificate?

  10. What is needed in a request to obtain a clearance certificate?

  11. How long will it take to receive the clearance certificate once the request has been submitted?

  12. Will I receive a clearance certificate once all sales and use tax returns are filed and sales and use tax is paid?

  13. Who will receive a copy of the clearance certificate when it is issued?

  14. I haven't sold my business yet but I would like a certificate stating that all of my state taxes are paid. Can I still get a clearance certificate?

  15. If I buy an existing business, will I need a new seller's permit?


Successor Liability Assistance
PO Box 8901
Madison, WI 53708-8901
Phone: (608) 267-0833
Fax: (608) 224-5700
Email additional questions to

December 17, 2018