HADDONFIELD, NJ – November 5, 2026 – Anyone buying the assets of a New Jersey business before year end must notify the state Division of Taxation at least 10 business days before closing, or risk being held responsible for the seller’s unpaid state taxes, according to McCauley Law Offices, P.C., a tax law firm with an office in Haddonfield. The requirement applies to sales of business assets outside the ordinary course of business, including inventory, equipment, business real estate and goodwill.
What the Bulk Sale Law Requires
Under New Jersey’s bulk sale law, N.J.S.A. 54:50-38, the purchaser or the purchaser’s attorney files Form C-9600 with a copy of the signed contract. According to the Division of Taxation’s bulk sale guidance, the Division must receive the notice at least 10 business days before the closing date, by registered, certified or overnight mail, and a filing by the seller does not protect the buyer. There is no fee.
The Division responds within 10 business days of receiving a complete notice. Its reply can be a clearance letter, an escrow letter stating how much of the price the buyer must hold back for the seller’s taxes, or a letter telling the seller which returns must be filed and paid. If the Division misses its 10-day window, the purchaser is not liable for the seller’s state tax obligations.
What Happens When the Notice Is Missed
A purchaser who does not give complete and timely notice is responsible for the seller’s state tax obligations resulting from the sale, and the Division can pursue judgment, levy and seizure of the purchaser’s assets to collect them. A private agreement between buyer and seller to hold money back does not satisfy the law. The Division also notes that the escrow it requires can exceed the purchase price.
“A buyer can get the price, the lease and the equipment list exactly right and still inherit the seller’s state tax bill by missing one mailing,” said Gregory McCauley Jr., Esquire, a tax attorney at McCauley Law Offices, P.C. who is admitted in New Jersey. “Year-end closings compress the calendar. Ten business days goes quickly in December, and an escrow letter can be the first sign that the seller still has returns to file.”
For Sellers With an Open State Balance
The escrow is calculated from the seller’s own account, including established tax obligations, audit findings and unfiled returns, and it is reduced when the seller files and pays what is owed. The firm represents New Jersey taxpayers facing Division of Taxation collection, as its New Jersey practice page describes. Sellers whose closing is waiting on a Division escrow or clearance letter can arrange a confidential consultation through the firm’s contact page.
About McCauley Law Offices, P.C.
McCauley Law Offices, P.C. is a tax law firm founded in 1991 by Gregory M. McCauley, Esquire, with offices in Chadds Ford, Pennsylvania, Haddonfield, New Jersey and Westminster, Maryland. The firm handles IRS audits and appeals, federal tax liens and levies, payroll tax matters, criminal tax defense and collection alternatives. Its attorneys are licensed in Pennsylvania, New Jersey and Maryland, and are admitted before the United States Tax Court, enabling nationwide representation in federal tax matters. Attorney biographies are available on the firm’s attorney biographies page.
Media Contact
Gregory McCauley Jr., Esquire McCauley Law Offices, P.C. 510 Kennett Pike, Chadds Ford, Pennsylvania 19317 [email protected] Telephone (877) 829-5267 Consultation requests via the firm’s contact page
Media ContactCompany Name: McCauley Law OfficesContact Person: Gregory McCauley, EsquireEmail: Send EmailPhone: +1 877 829 5267City: Chadds FordCountry: United StatesWebsite: https://mlotax.com/
