Transition of Tax Duties: Who Files Quarterly Employment Taxes After Acquisition?

If my company is acquired half way through a quarter, whose responsibility is it to file the quarterly employment taxes with the state? The acquirer or me?

In general, the responsibility for filing quarterly employment tax returns will depend on the specifics of the acquisition agreement between you and the acquiring entity.

The seller and the buyer typically negotiate and specify in the purchase agreement who will be responsible for employment tax filing and payments up to the closing date of the acquisition. This will also depend on the structure of the acquisition: whether it's an asset sale, a stock sale, or a merger.

In an asset sale:

• If the seller files quarterly, they are often obligated to file all necessary reports up to the date of the sale, with the buyer then responsible from the date of acquisition forward.

In a stock sale or merger:

• The buyer usually assumes all tax obligations and filings, as they are essentially stepping into the shoes of the seller.

However, it's key to remember that tax obligations can vary and these are general rules. It's essential to consult with legal counsel or a tax advisor for advice that considers your specific circumstances and the precise terms of the acquisition agreement.

Additionally, be aware that some states may have successor employer rules that could impose tax obligations on the buyer if certain liabilities are not settled by the seller.