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SALT Due Diligence for Business Sales and Purchases: Determining Economic Nexus and Unforeseen Liability

A live 110-minute CPE webinar with interactive Q&A

This program is included with the Strafford CPE Pass. Click for more information.
This program is included with the Strafford CPE+ Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Thursday, September 4, 2025

1:00pm-2:50pm EDT, 10:00am-11:50am PDT

Early Registration Discount Deadline, Friday, August 8, 2025

or call 1-800-926-7926
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This course will discuss performing due diligence for state and local tax obligations for business purchases and sales. Our panel of income tax veterans will explain determining filing obligations in specific states, identifying unusual or unexpected state taxes, and how to protect both parties from unanticipated future liability.

Description

Identifying tax risks when acquiring a business is particularly important. Each state is different, and states have a wide array of taxes that a business may owe, including income, franchise, sales and use, and gross receipts taxes. Additionally, there could be local or jurisdictional obligations as well.

Purchasing a business' assets, as opposed to stock, does not alleviate the buyer's obligations if the seller was not compliant with SALT rules. California, like most states, offers an occasional sales exemption from sales tax. However, unlike most states, this exemption does not apply to the sale of business assets, triggering significant, often unexpected, sales tax liability.

Sales and use taxes and employee withholding are trust fund taxes. Most states allow collecting these withheld taxes from the company, its owners, officers, and any successor entity or assets. Tax advisers working with businesses need to be aware of potential state tax issues that could arise when buying or selling a business.

Listen as our panel of SALT experts explains how to identify and analyze state and local tax risks associated with acquiring or selling a business.

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Outline

  1. SALT due diligence: an overview
  2. Financial statements
  3. Nonfilings
  4. Economic nexus
  5. Audits and refund claims
  6. Specific taxes
  7. Other inquiries
  8. Recent cases

Benefits

The panel will review these and other critical issues:

  • Analyzing nexus and potential state income tax obligations in states for business purchases
  • Determining whether sales and use tax obligations are current
  • Avoiding exposure to unanticipated state and local tax filing and reporting obligations
  • Determining how asset vs. stock sales may affect SALT obligations in specific states
  • Handling nonfilings for potential business acquisitions

Faculty

Miller, Thomas
Thomas Miller, MBA, J.D., LL.M.
Tax Senior Manager, State and Local Tax
REDW

Mr. Miller is a Tax Senior Manager, State and Local Tax at REDW LLC. He provides tax recommendations,...  |  Read More

Rendziperis, George
George W. Rendziperis, JD
Director
Baker Tilly US

Mr. Rendziperis is a director with Baker Tilly’s state and local tax (SALT) practice. He has more than 15...  |  Read More

Attend on September 4

Early Discount (through 08/08/25)

CPE credit processing is available for an additional fee of $39.
CPE processing must be ordered prior to the event. See NASBA details.

Cannot Attend September 4?

Early Discount (through 08/08/25)

CPE credit is not available on downloads.

CPE On-Demand

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