Buying an Existing Business

Before you buy an existing business, find out if the business owes any Texas taxes. If you plan to buy an existing business, the inventory of an existing business or the name and goodwill of an existing business, be sure to contact the Comptroller’s office and request a Certificate of No Tax Due. Failing to do so makes you (the purchaser), liable for any past due state taxes or fees, plus any interest and penalties that are owed by the business.

Texas Tax Code Section 111.020 provides that if a person who is liable for a tax sells the business, the purchaser must withhold an amount of the purchase price sufficient to pay the amount of any taxes due unless:

The seller provides a receipt or statement from the Comptroller showing the tax has been paid or that no amount is due; or
The purchaser requests and receives a Certificate of No Tax Due from the Comptroller.

Successor Liability

If the current business owner owes taxes and escrow closes without a Certificate of No Tax Due, the purchaser is liable for the unpaid taxes up to the purchase price for the business, including any assumption of indebtedness. The Certificate of No Tax Due must be requested before the sale closes in order to absolve the purchaser of liability.

Seller Liability

Only the purchaser is protected by a Certificate of No Tax Due. The seller of the business will remain responsible for any and all tax, penalty, and/or interest liabilities that occurred prior to the date of the sale. If the business was not actually sold, any Certificates of No Tax Due issued have no effect and the seller will continue to owe any liabilities due.

Requesting a Certificate of No Tax Due

Due to changes made by Senate Bill 873, 87th Texas Legislature, the seller and purchaser of the business or assets must jointly request the Form 86-114, Joint Request for Certificate of No Tax Due (PDF). All fields must be completed and the form must be signed by authorized representatives of both the seller and the purchaser. If a closing agent is requesting the document(s), their information must be included on the form. The completed form must be sent to the Comptroller’s office by one of the following methods:

By email to cntd@cpa.texas.gov;
By fax to 512-475-0349; or
By mail to the following address:
Texas Comptroller of Public Accounts
P.O. Box 13528
Austin, TX 78711-3528

There is no charge for the certificate.

Review of Account and Results

Comptroller staff will review the request for a Certificate of No Tax Due and, if necessary, audit the seller’s business records. One of three results will be sent to the requestors:

A Certificate of No Tax Due if the business has filed all returns due and does not owe any tax, penalty, or interest;
A letter explaining why a Certificate could not be issued; or
A Statement of Account showing any tax found to be due.

Specific Tax Types

The Certificate of No Tax Due is tax specific. When a request for a Certificate of No Tax Due is received, the Comptroller's office will review all state taxes for which the business is permitted or otherwise determined to be liable. Each tax will be addressed separately. For instance, if there is an outstanding liability for one tax type, it will not hold up the issuance of certificates for other tax types for which the seller is permitted. Tax types for which the seller is not permitted are not eligible for a Certificate of No Tax Due.

Tax Owed

If the Comptroller’s office determines the current business owner owes taxes and does not issue the Certificate of No Tax Due, the Comptroller's office will issue a Statement of Account to all parties showing the amounts due. The purchaser is required to withhold a sufficient amount from the purchase price of the business to cover any taxes, penalty and interest owed until the seller produces one of the following:

A receipt from the Comptroller’s office showing the amounts due have been paid; or
A Certificate of No Tax Due.

Closed Permits

The Comptroller’s office will review taxes for which the permit has been closed, if the account was closed within the past four years. The Certificate will indicate an issued-through date showing the last date the seller was permitted. The Comptroller's office will not review accounts for which the permit has been closed more than 4 years.

Confidentiality

Tax liability amounts are confidential and can only be released to authorized individuals.

Turnaround Time

Processing a request for the Certificate of No Tax Due can take up to 90 days if an audit of the seller’s books and records is necessary. If an audit is not required, the Certificate of No Tax Due or Statement of Account listing the amounts owed is usually issued within 10 business days from the date of receiving a proper request on Form 86-114.

Helpful Hints

Following these helpful hints may reduce turnaround time on requests for Certificates of No Tax Due:

Ensure that Form 86-114 is properly completed and legible before submitting it to the Comptroller’s office.
Check that all returns have been filed and all liabilities have been paid. Pending payments can slow the process, even for amounts not yet due if tax liability has been reported.
For entities within a combined group, provide a properly completed Form 05-809, Reporting Entity Acknowledgement of Affiliate Request for Certificate of No Tax Due (PDF) signed by an authorized representative of the reporting entity

For more information, call 800-344-7916, or email us at cntd@cpa.texas.gov.

98-117
(02/2022)