In accordance with P.L. 2007, Chapter 100 (A5002), whenever a person required to
collect any state tax, or whenever a person subject to any state tax, shall make a sale,
transfer, or assignment in bulk of any part or the whole of his business assets, otherwise
than in the ordinary course of business, the purchaser, transferee, or assignee shall at least
10 days before taking possession of the subject of said sale, transfer, or assignment, or
paying therefor, notify the Director by Registered Mail of the proposed sale and of the
price terms and conditions thereof whether or not the seller, transferrer, or assignor has
represented to, or informed the purchaser, transferrer, or assignee that he owes any tax
pursuant to this act, and whether or not the purchaser, transferee, or assignee has
knowledge that such taxes are owing and whether any such taxes are in fact owing.
Whenever the purchaser, transferee or assignee shall fail to give notice to the Director as
required, by the preceding paragraph, or whenever the Director 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, transferrer, 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, transferrer, or assignor to the State, and
the purchaser, transferee or assignee is forbidden to transfer to the seller, transferrer or
assignor any such sums of money, property, or choses in action to the extent of the
amount of the State’s claim. For failure to comply with the provisions for this section,
the purchaser, transferee, or assignee, shall be personally liable for the payment to the
State of any such taxes theretofore or thereafter determined to be due to the State from
the seller, transferrer, or assignor, and such liability may be assessed and enforced in the
same manner as the liability for tax under this act.
Title 54 of the New Jersey Statutes Annotated also provides the following:
54:49-1 Tax a debt and lien; preference; proceeds paid to Director
The taxes, fees, interest and penalties imposed by any such State tax law, or
by this subtitle, from the time the same shall be due, shall be a personal debt of the
taxpayer to the State, recoverable in any court of competent jurisdiction in an action in
debt in the name of the State. Such debt, whether sued upon or not, shall be a lien on all
the property of the debtor except as against an innocent purchaser for value in the usual
course of business and without notice thereof, and except as may be provided to the
contrary in any other law, and shall have preference in any distribution of the assets of
the taxpayer, whether in bankruptcy, insolvency, or otherwise. The proceeds of the
judgment or order obtained hereunder, shall be paid to the Director.
(L. 1936, c.263, 302, p. 808, as amended L.1952, c.169, 1, p.44.)
(Not an Official Reprint)
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