Your tax clearance steps, in order
- File every Missouri sales tax and withholding return due through the closing date, and pay any balance with interest and penalties.
- Request tax clearance from the Missouri Department of Revenue on Form 943, choosing the selling business assets transaction.
- Clear anything the review turns up, including your Division of Employment Security account, which Form 943 also checks.
- Give the buyer the clearance, or a Certificate of No Tax Due, so any money held back for state tax is released.
- After closing, file Form MO-941F to close withholding and a final sales tax return to close your sales tax account.
Timing: A Certificate of No Tax Due can be relied on for 120 days after it is issued, so time your request to the closing date.
Why Your Buyer Cares About Your Sales Tax
Missouri makes the buyer of substantially all of a business, or of its stock of goods, answerable for the seller's unpaid sales tax.
The Department of Revenue tells buyers to get a receipt or a Certificate of No Tax Due from the seller. Without one, the buyer is supposed to hold back enough of the purchase price to cover the seller's tax, interest and penalties.
A buyer who does neither can become personally liable for what you owe. Buyers' attorneys know this, and they will not let the deal close without addressing it.
What the Holdback Means for Your Money
In practice, the purchase agreement usually says part of your price stays in escrow, or isn't paid, until you deliver proof that your Missouri sales tax is settled.
The money is still yours. It just sits with someone else until the state confirms your accounts are clean. Every week your clearance is late is a week you wait for it.
There is good news for the buyer in this too. A buyer who gets the certificate, or holds back and pays the tax, is not on the hook for extra tax a later audit finds for your old periods. That protection is why buyers insist on it.
A Bulk Sale Affidavit Is Not Enough
Some older purchase agreements include an affidavit from the seller saying there are no creditors. In Missouri, that affidavit does not protect a buyer from the seller's tax bill.
So even if your agreement includes one, expect the buyer to ask for the state's paperwork as well.
Certificate of No Tax Due or Form 943
Certificate of No Tax Due
A Missouri retailer that is properly registered and has no sales or withholding tax delinquency can print its own Certificate of No Tax Due online. You need your Missouri tax ID number and your PIN from a Department notice.
The certificate covers sales tax. It does not cover returns that weren't due yet, or returns filed but not yet processed, on the date it was printed. A careful buyer will check the date and what it covers.
Form 943, Request for Tax Clearance
For a sale, the Department points owners to its Request for Tax Clearance, Form 943. One of the transactions you can choose on it is selling business assets.
Choose that, and the Department reviews all of your tax types, plus your account with the Division of Employment Security. Everything must be filed and paid in full before clearance is issued.
That wider review is the reason to start early. A missed withholding return from two years ago, or an unemployment report that never got filed, can hold up the whole request.
Common Reasons Clearance Gets Held Up
- A sales tax period that was filed late, or not at all
- A withholding return for a quarter when payroll was small
- Interest and penalties left over from an old notice
- A second location still registered under the company
- An unemployment report or payment missing at the Division of Employment Security
Pull your account history a few months before you expect to close and fix anything open while there is time.
Closing Your Missouri Accounts
Clearance says you are paid up. Closing your accounts says you have stopped. They are separate steps.
The Department does not close a withholding account on its own. You file Form MO-941F, the Employer's Withholding Final Report, when there is a change of ownership, a new federal ID number or no more Missouri employees.
Your sales tax account closes with a separate final sales tax return. Your CPA will also file final federal and Missouri income tax returns for the company for the year of the sale.
Asset sale or stock sale
In an asset sale, which is the usual case for companies under a few million dollars, your company stops operating, closes its accounts and the buyer registers its own.
In a stock sale the company keeps its accounts under new owners. Then the buyer's concern is everything the company already owes, which is handled through the purchase agreement and diligence.
The City and County Come Next
State tax is only part of the list. If your company operates in Kansas City, the city has its own earnings tax and accounts to close; see Kansas City earnings tax final return when you sell.
Your equipment and furniture go on a county declaration; see Jackson County personal property declaration after a sale. Your unemployment account has its own rules too, covered in Missouri unemployment account transfer to your buyer.
A Simple Timeline
- Three to four months out: review every state account and clean up gaps.
- As the closing date firms up: request clearance on Form 943.
- At closing: agree how much is held back until clearance arrives.
- After closing: file MO-941F, the final sales tax return and final income tax returns.
This page is general information, not tax or legal advice. Confirm the details for your company with your CPA or attorney.
Sources include the Missouri Department of Revenue's successor liability rule, its No Tax Due guidance and the Form 943 and MO-941F instructions.
Want to know what your company is worth before any of this starts? Read what is my business worth, then send the form or call (816) 555-0167.