- Who handles it
- Nebraska Department of Revenue
- What you file
- Notice of the sale and a successor liability request for a clearance statement
- When
- Before closing, since the buyer's duty starts at the sale
Easy to miss: A buyer who skips both the holdback and the clearance can owe the seller's unpaid tax, up to the purchase price. Closing can stall on this.
Why the Department Cares
When a company is sold, the Nebraska Department of Revenue may still be owed sales or use tax from the old owner.
State rules push that risk onto the buyer, who can become liable for the seller's unpaid amounts, up to the purchase price, if the proper steps are skipped.
That rule is why lenders and buyers ask sellers for tax clearance near closing. It is also why a seller with open balances can lose a deal late in the process.
Two Ways to Protect a Buyer
The Department describes two routes. A buyer can hold back enough of the purchase price to cover what the seller may owe, or ask the Department for a statement of the seller's balance and wait for a clearance.
The holdback is faster but ties up money. The clearance takes time but ends the buyer's concern once it arrives. Many deals use the holdback and release it when the clearance comes.
What a Seller Does
- File every return that is due, including those with no sales
- Pay balances, or set up a plan the Department accepts
- Tell the Department about the sale and return the old sales tax permit for cancellation
- Keep records until the clearance is issued
Cleaning this up early removes a common reason for a late price cut.
What a Buyer Does
The buyer applies for their own sales tax permit and gives the Department the prior owner's name and permit number. The steps are in our page on the Nebraska sales tax permit for the buyer.
The purchase agreement should also say who pays any tax found later and how the holdback is released.
Asset Sales and Stock Sales
The risk to a buyer is most direct in an asset sale, where the buyer takes over the business but not the old entity.
In a stock sale the company keeps its history, including its tax account. Read more in our guide on an asset sale or stock sale for a Nebraska company.
Other Taxes to Check
Sales tax is one account among several. Payroll withholding, unemployment tax and local property tax each have their own rules, and an owner closing out should review all of them. See the Douglas County personal property return next.
Timing
Start the clearance process as soon as a buyer signs a letter of intent. State offices can take weeks, and a closing date set before the answer arrives often slips. A seller who files early keeps control of the schedule.
This page is general information, not tax or legal advice. Confirm the current rules and forms with the Nebraska Department of Revenue, your CPA or your attorney. Ready to talk about your sale? Ask for a confidential estimate.