§ 44-11-29. Notice to tax administrator of sale of assets — Tax due.
(a) The sale or transfer of the major part in value of the assets of a domestic corporation,
domestic limited liability company, domestic limited partnership, or any other domestic
business entity, or of the major part in value of the assets situated in this state
of a foreign corporation, foreign limited liability company, foreign limited partnership,
or any other foreign business entity, other than in the ordinary course of trade and
in the regular and usual prosecution of business by said corporation, limited liability
company, limited partnership, or any other business entity whether domestic or foreign,
and the sale or transfer of the major part in value of the assets of a domestic corporation,
domestic limited liability company, domestic limited partnership, or any other domestic
corporation business entity, or of the major part in value of the assets situated
in this state of a foreign corporation, foreign limited liability company, foreign
limited partnership, or any other foreign business entity that is engaged in the business
of buying, selling, leasing, renting, managing, or dealing in real estate, shall be
fraudulent and void as against the state unless the corporation, limited liability
company, limited partnership, or any other business entity, whether domestic or foreign,
at least five (5) business days before the sale or transfer, notifies the tax administrator
of the proposed sale or transfer and of the price, terms, and conditions of the sale
or transfer and of the character and location of the assets by requesting a letter
of good standing from the tax division. Such notification must be received by the
division of taxation at least five (5) business days before the sale or transfer.
Whenever a corporation, limited liability company, limited partnership, or any other
business entity, whether domestic or foreign, makes such a sale or transfer, any and
all tax returns required to be filed under this title must be filed and any and all
taxes imposed under this title shall become due and payable at the time when the tax
administrator is so notified of the sale or transfer, or, if the tax administrator
is not so notified, at the time when they should have been notified of the sale or
transfer.
(b) This section shall not apply to sales by receivers, assignees under a voluntary assignment
for the benefit of creditors, trustees in bankruptcy, debtors in possession in bankruptcy,
or public officers acting under judicial process.