Section 11-1936. Liability of bulk transferees  


Latest version.
  • Whenever there is made a
      sale, transfer or assignment in bulk of any part or the whole of a stock
      of merchandise or of fixtures, or merchandise and of fixtures pertaining
      to the conducting of the business of the seller, transferor or assignor,
      otherwise than in the ordinary  course  of  trade  and  in  the  regular
      prosecution  of  said  business,  the  purchaser, transferee or assignee
      shall at least ten days before taking possession  of  such  merchandise,
      fixtures,  or  merchandise  and fixtures, or paying therefor, notify the
      commissioner by registered mail of the proposed sale and of  the  price,
      terms  and  conditions thereof, whether or not the seller, transferor or
      assignor, has represented to, or informed the purchaser,  transferee  or
      assignee,  that it owes any tax pursuant to this chapter, whether or not
      the purchaser, transferee or assignee has knowledge that such taxes  are
      owing, and whether or not any such taxes are in fact owing.
        Whenever  the purchaser, transferee or assignee shall fail to give the
      notice to the commissioner required by this  section,  or  whenever  the
      commissioner  shall  inform the purchaser, transferee or assignee that a
      possible claim for such tax or taxes exists, any sums of money, property
      or choses in  action,  or  other  consideration,  which  the  purchaser,
      transferee  or  assignee  is  required  to  transfer over to the seller,
      transferor or assignor shall be subject to a first  priority  right  and
      lien  for  any such taxes theretofore or thereafter determined to be due
      from the seller, transferor or assignor to the city, and the  purchaser,
      transferee   or  assignee  is  forbidden  to  transfer  to  the  seller,
      transferor or assignor any such sums of money,  property  or  choses  in
      action  to  the extent of the amount of the city's claim. For failure to
      comply with the provisions of this subdivision the purchaser, transferee
      or assignee, in  addition  to  being  subject  to  the  liabilities  and
      remedies  imposed  under  the  provisions  of article six of the uniform
      commercial code, shall be personally liable for the payment to the  city
      of any such taxes, theretofore or thereafter determined to be due to the
      city  from  the seller, transferor or assignor and such liability may be
      assessed and enforced in the same manner as the  liability  for  tax  is
      imposed under this chapter.