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D.C. Municipal Regulations (Last Updated: September 13, 2017) |
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Title 9. TAXATION AND ASSESSMENTS |
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Chapter 9-44. BULK SALES |
Section 9-4400. BULK SALES
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4400.1The term “assets” as used in D.C. Official Code § 47-4463 means without limitation, all assets, whether real or personal, tangible or intangible, including rights to property, of a business, that transfer to a purchaser, transferee or assignee in a single transaction or series of related transactions other than in the ordinary course of business.
Example 1: The sale of a hotel where the hotel owns the real estate being conveyed.
Assets shall include, without limitation, the real property, any licenses held by the hotel (such as a liquor license, franchise license, etc.), inventory, furnishings, equipment, materials or supplies, and flag or trademark.
Example 2: The sale of a restaurant where the restaurant leases the space it occupies.
Assets shall include, without limitation, any licenses held by the restaurant (such as a liquor license, franchise license, trademark, etc.), the leasehold or license interest (including renewals), inventory, furnishings, equipment, materials or supplies.
4400.2For any tax determined to be due from the seller to the District of Columbia, failure to provide the notice as required pursuant to D.C. Official Code § 47-4461, or comply with the provisions of D.C. Official Code § 47-4462 and remit payment of taxes owed to the Office of Tax and Revenue (OTR), shall make the purchaser personally liable for payment to the District of Columbia of the taxes determined to be due from the seller to the extent of the fair market value of the assets transferred.
4400.3Taxes that are subject to the notice required under D.C. Official Code § 47-4461 shall include all taxes or fees imposed by the District determined to be due from the seller, including, without limitation, sales, personal property, franchise, income, possessory interest, employment taxes and ballpark fees.
4400.4Compliance with the provisions of D.C. Official Code §§ 47-4461 or 47-4462 shall not affect liability for taxes or assessments imposed on the real property of the seller, since such taxes or assessments are a lien against the real property under D.C. Official Code § 47-1331. OTR shall not be required to inform a purchaser of possible liabilities for any such real property taxes or assessments, or for taxes which are not administered by OTR. Real property taxes or assessments (if applicable) shall be stated on a Certificate of Taxes, issued pursuant to a proper request therefor, under D.C. Official Code § 47-405.
4400.5The notice of bulk sale required pursuant to D.C. Official Code § 47-4461 shall be sent by registered or certified mail to Chief, Collection Division, Compliance Administration, OTR.