35 ILCS 120/5j

(35 ILCS 120/5j) (from Ch. 120, par. 444j)

Sec. 5j.

If any taxpayer, outside the usual course of his business, sells or
transfers the major part of any one or more of (A) the stock of goods which
he is engaged in the business of selling, or (B) the furniture or fixtures,
(C) the machinery and equipment, or (D) the real property, of
any business that is subject to the
provisions of this Act, the purchaser or transferee of such asset shall,
no later than 10 business days prior to the sale or transfer, file a
notice of sale or transfer of business assets with the Department disclosing the
name and address of the seller
or transferor, the name and address of the purchaser or transferee, the
date of the sale or transfer, a copy of the sales contract and financing
agreements which shall include a description of the property sold, the
amount of the purchase price or a statement of other consideration for
the sale or transfer, the terms for payment of the purchase price, and
such other information as the Department
may reasonably require. If the purchaser or transferee fails to file the
above described notice of sale with the Department within the prescribed
time, the purchaser or transferee shall be personally liable for the amount
owed hereunder by the seller or transferor to the Department up to the
amount of the reasonable value of the property acquired by the purchaser or
transferee. The seller or transferor shall pay the Department
the amount of tax, penalty and interest (if any) due from him under this
Act up to the date of the payment of tax. The seller or
transferor, or the purchaser
or transferee, at least 10 business days before the date of the sale or transfer,
may notify the Department of the intended sale or transfer and request the
Department to audit the books and records of the seller or transferor, or
to do whatever else may be necessary to determine how much the seller or
transferor owes to the Department hereunder up to the date of the sale or
transfer. The Department shall take such steps as may be appropriate to
comply with such request.

Any order issued by the Department pursuant to this Section to withhold
from the purchase price shall be issued within 10 business days after the Department
receives notification of a sale as provided in this Section.
The purchaser or transferee shall withhold such portion of
the purchase price
as may be directed by the Department, but not to exceed a
minimum amount varying by type of business, as determined by the Department
pursuant to regulations, plus twice the outstanding unpaid liabilities and
twice the average liability of preceding filings times the number of
unfiled returns,
to cover the amount of all tax, penalty and interest due and unpaid by the
seller or transferor under this Act or, if the payment of money or property
is not involved, shall withhold the performance of the condition that
constitutes the consideration for the sale or transfer.  Within 60
business days after issuance of the initial order to
withhold, the Department shall provide written notice to the purchaser or
transferee of the actual amount of all taxes, penalties and interest then
due and whether or not additional amounts may become due as a result of
unfiled returns, pending assessments and audits not completed.  The
purchaser or transferee shall continue to withhold the amount directed to
be withheld by the initial order or such lesser amount as is specified by
the final withholding order or to withhold the performance of the condition
which constitutes the consideration for the sale or transfer
 until the
purchaser or transferee receives from the Department a certificate showing
that such tax,
penalty and interest have been paid or a certificate from the Department
showing that no tax, penalty or interest is due from the seller or
transferor under this Act.

The purchaser or transferee is relieved of any duty to continue to withhold from the
purchase price and of any liability for tax, penalty or interest due
hereunder from the seller or transferor if the Department fails to notify
the purchaser or transferee in the manner provided herein of the amount
to be withheld within 10 business days after the sale
or transfer has been reported to the Department or within 60 business days after
issuance of the initial order to withhold, as the case may be.
The Department shall have the right to determine amounts claimed on an
estimated basis to allow for non-filed periods, pending assessments and
audits not completed, however the purchaser or transferee shall be
personally liable only for the actual amount due when determined.

If the seller or transferor fails to pay the tax, penalty and interest
(if any) due from him hereunder and the Department makes timely claim
therefor against the purchaser or transferee as hereinabove provided, then
the purchaser or transferee shall pay the amount so withheld from the
purchase price to the Department. If the purchaser or transferee fails to
comply with the requirements of this Section, the purchaser or transferee
shall be personally liable to the Department for the amount owed hereunder
by the seller or transferor to the Department up to the amount of the
reasonable value of the property acquired by the purchaser or transferee.

Any person who shall acquire any property or rights thereto which, at
the time of such acquisition, is subject to a valid lien in favor of the
Department shall be personally liable to the Department for a sum equal to
the amount of taxes secured by such lien but not to exceed the reasonable
value of such property acquired by him.

(Source: P.A. 100-1171, eff. 1-4-19.)