Oregon Statutes 317A.146 – Quitting business; successor
(1) For purposes of ORS § 317A.100 to 317A.158, ‘successor’ means any person to whom another person quitting, selling out, exchanging or disposing of a business sells or otherwise conveys, directly or indirectly, in bulk and not in the ordinary course of business, a major part of the materials, supplies, merchandise, inventory, fixtures or equipment of the person. Any person obligated to fulfill the terms of a contract shall be considered a successor to any contractor defaulting in the performance of any contract as to which the person is a surety or guarantor.
Terms Used In Oregon Statutes 317A.146
- Contract: A legal written agreement that becomes binding when signed.
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Guarantor: A party who agrees to be responsible for the payment of another party's debts should that party default. Source: OCC
- Person: includes individuals, corporations, associations, firms, partnerships, limited liability companies and joint stock companies. See Oregon Statutes 174.100
(2) If any person quits business or sells out, exchanges or otherwise disposes of a business or stock of goods, any corporate activity tax imposed under ORS § 317A.116 is payable on the 15th day of the fourth month following the end of the tax year.
(3) Notwithstanding ORS § 314.835, the successor is liable for the full amount of the tax and may withhold from the purchase price a sum sufficient to pay any tax due until a receipt or evidence from the Department of Revenue showing payment in full of any tax due is presented to the successor. If a receipt or other evidence is not presented to the successor within 45 days, the successor may pay the tax and the amount paid shall, to the extent paid, be considered a payment of the purchase price. If the tax paid by the successor is greater than the purchase price, the amount of the difference is a debt due to the successor from the seller or transferor.
(4) A successor is not liable for any tax due from the person from whom the successor has acquired a business or stock of goods if the successor gives written notice to the department of the acquisition and the department does not assess a deficiency against the seller or transferor within 18 months of receipt of the notice of acquisition and mail or deliver a copy of the assessment to the successor. [2019 c.122 § 73; 2021 c.572 § 11]