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Dimitry K., Esq.
Dimitry K., Esq., Attorney
Category: Legal
Satisfied Customers: 37588
Experience:  Multiple jurisdictions, specialize in business/contract disputes, estate creation and administration.
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I had an LLC for business owned. Sold business March 2012.

Customer Question

I had an LLC for business owned. Sold business March 2012. Attorney told me new owner had to file the business personal property tax assessment since they had the information. I closed business with the state. It has no assets. I just now received a bill from the State for property taxes. Bill says for 2013 (so that would mean paying for 2012, which only owned until March); however, an assessment form sent with it says for 2012. When I was closing I spoke directly with the state to make sure I covered everything needed to do. This did not come up. I want to pay what I owe, but if I pay from my personal account and don't pay penalties can they come after me personally for penalties saying I had assets at time it was due? Am I responsible to file the return now for up until date of sale for 2012?
Submitted: 1 year ago.
Category: Legal
Expert:  Dimitry K., Esq. replied 1 year ago.

Thank you for your question. Please permit me to assist you with your concerns.

To answer directly, you are only liable for up to the date that you owed the business, which would be for sometime until March 2012. If you can prove and show that the business was properly transfered, the transfer was recorded correctly with the Dept of State, and you paid up all other obligations, your liability is limited to that period of time. As you were an owner of the business, you as an agent are liable for the taxes. Paying the penalty (or debt) from your personal account is irrelevant as you would remain liable anyway. It has nothing to do with you having assets at that time, it has to do with you being the registered owner of the business up to that point. But beyond that date of transfer you are indeed no longer responsible, and in that I agree with your CPA. Your liability and responsibility ends at time of sale, then the subsequent owner is liable for any accrued penalties, taxes, or debts/

Good luck.

Customer: replied 1 year ago.

When you form as an LLC, you are still personally liable?


Also, I had contacted the State in order to close the business directly because they kept messing the paperwork up. They closed it, sent me notice of refund due me from SUTA and then month later sent me a bill for same amount. So they reopened everything. So then the person there had to go back through and do it again. She couldn't send me any paperwork, (stated they can't print twice), told me her email is proof that the business has been closed with the State of Indiana.


 

Expert:  Dimitry K., Esq. replied 1 year ago.

Lisa,

When you form an LLC, the LLC itself is generally liable for the debts but not in all circumstances. In cases of owed taxes, for example, the IRS can go after the partners for the debt and can pursue via a 'piercing the corporate veil' suit so as to get at the assets. That is why cooperating with the state is so important.They, having far more resources than you, could potentially pursue you personally for the debt.

Good luck.

Dimitry K., Esq., Attorney
Category: Legal
Satisfied Customers: 37588
Experience: Multiple jurisdictions, specialize in business/contract disputes, estate creation and administration.
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