10/19/2026
Buyer beware! If you acquire a business with delinquent tax obligations, you could become liable for those debts. Your exposure primarily depends on how the deal is structured. In an asset purchase, buyers can generally avoid liabilities associated with the business, but certain state laws may allow creditors or tax authorities to pursue transferred assets. When buying ownership interests, liabilities typically remain with the business entity. Due diligence should include reviewing several years of tax returns for unpaid income, payroll, sales and property taxes, uncertain tax positions, and undisclosed liabilities. Call us at 646-898-2065 for help identifying potential risks before closing.