Clearances
The purchaser of a Connecticut business or its stock of goods is liable for the seller's unpaid sales and use, admissions and dues, cigarette, room occupancy, tobacco products and income tax withholding taxes, up to the purchase price, unless enough of the price is withheld. The purchaser can request a tax clearance certificate on Form AU-866, and DRS has 60 days to issue a certificate or an escrow letter; buying a controlling interest in the entity does not trigger this liability.
What it changes in a sale
In an asset sale the buyer carries the risk of the seller's unpaid taxes, so buyers usually ask for a clearance certificate or hold back part of the price. The state can take up to 60 days, which puts the request on the closing timeline. Buying a controlling interest doesn't trigger it.