143.241. Employer's and corporate officer's liability for withheld taxes--sale of business, liabilities.
Employer's and corporate officer's liability for withheldtaxes--sale of business, liabilities.
143.241. 1. Every employer required to deduct and withhold tax undersections 143.011 to 143.996 is hereby made liable for such tax. Forpurposes of assessment and collection, any amount required to be withheldand paid over to the director of revenue, and any penalties, interest, andadditions to tax with respect thereto, shall be considered the tax of theemployer. Any amount of tax actually deducted and withheld under sections143.011 to 143.996 shall be a special fund in trust for the director ofrevenue. No employee shall have any right of action against his employerin respect to any money deducted and withheld from his wages and paid overto the director of revenue in compliance or in good faith compliance withsections 143.011 to 143.996.
2. Any officer, director, or statutory trustee of any corporation,including administratively dissolved corporations, or foreign corporationsthat have had their certificate of authority revoked, subject to theprovisions of sections 143.191 to 143.265, who has the direct control,supervision or responsibility for filing returns and making payment of theamount of tax imposed in accordance with sections 143.191 to 143.265, andwho fails to file or pay such return with the director of revenue shall bepersonally assessed for such amounts, including interest, additions to taxand penalties thereon. This assessment shall be imposed only in the eventthat the assessment on the corporation is final, and such corporation failsto pay such amounts to the director of revenue. Notice shall be given ofthe director of revenue's intent to make the assessment against suchofficers, directors, statutory trustees or employees. The personalliability of such officers, directors, statutory trustees or employees asprovided in this section shall survive the administrative dissolution ofthe corporation or, if a foreign corporation, the revocation of thecorporation's certificate of authority.
3. If any employer required to withhold and remit tax under sections143.191 to 143.265 or his successors shall sell all or substantially all ofhis or their business or shall quit the business, such employer orsuccessor shall file a final return within fifteen days after the date ofselling or quitting business.
4. If any employer required to withhold and remit tax under sections143.191 to 143.265 or his successors shall contract to sell all orsubstantially all of his or their business, the seller shall request fromthe director of revenue a statement or certificate as provided insubsection 6 of this section. The seller shall present such statement orcertificate to the purchaser prior to consummation of the sale and securethe purchaser's signature thereon as validation of receipt. Failure tocomply with this provision shall result in the seller being liable for anadditional penalty equal to twenty-five percent of the seller's delinquencyat the time of the sale. The provisions of this section to the contrarynotwithstanding, this additional penalty shall be the sole liability of theseller and shall not be a liability of the purchaser.
5. Except as provided in subsections 6, 7, and 8 of this section, allsuccessors, if any, shall be required to withhold an amount of the purchasemoney sufficient to cover the taxes, interest, additions to tax orpenalties due and unpaid until such time as the former owner orpredecessor, whether immediate or not, shall produce a receipt from thedirector of revenue showing that the taxes have been paid, or a certificatestating that no taxes are due. If the purchaser of a business shall failto withhold the purchase money as required by this section and remit at thetime of purchase all amounts so withheld to the director to pay all unpaidtaxes, interest, additions to tax and penalties due from the former owneror predecessor, the purchaser shall be personally liable for the payment ofthe taxes, interest, additions to tax and penalties accrued and unpaid bythe former owner of the business.
6. The director of revenue shall, notwithstanding the provisions ofsection 32.057, RSMo, upon written request, furnish within fifteen daysfrom the receipt of such a request by certified mail, return receiptrequested, or such other methods as may be mutually agreed upon, to anyowner, successor, secured creditor, purchaser, or in the case of a proposedpurchaser, if joined in writing by the owner, a statement showing theamount of taxes, interest, additions to tax or penalties due and owing or acertificate showing that no taxes, interest, additions to tax or penaltiesare due under this chapter, including the date for the last payment forsuch taxes, interest, additions to tax or penalties as shown by the recordsof the director of revenue.
7. A secured creditor who shall enforce a lien against a businesssubject to the provisions of this chapter shall be entitled to obtain fromthe director of revenue a statement of employer withholding tax due and thestatus of the employer withholding tax payments from the director ofrevenue in accordance with subsection 6 of this section. If the directorof revenue does not respond within fifteen days from the date of receipt ofsuch request by the secured creditor seeking to enforce its lien, it shallbe conclusively presumed that all such employer withholding tax has beenpaid as to the secured creditor or any successor of the secured creditor,whether such successor be immediate or not. Nothing in this section shalleliminate the liability of the owner of the business owing employerwithholding tax from the liability to pay such employer withholding tax.Any purchaser who acquires the business as a result of an enforcementaction by a creditor shall be exempt from the liability set forth insubsection 5 of this section, whether such purchaser be immediate orsubsequent thereto.
8. Any such creditor who shall enforce a lien against a businesssubject to the provisions of this section shall be entitled to be paid theprincipal sums due, all accrued interest to the date of the payment, andthe expenses of enforcing the lien of the secured creditor includingattorney's fees. The balance, if any, shall be paid to the creditorshaving a priority interest thereto under the laws of the state of Missourior the United States of America. Any balance then remaining, up to theamount of the tax, interest, additions to tax and penalties then due, shallbe remitted to the director of revenue as provided by this section.Nothing in this section shall affect the priority of any lien filed by thedirector of revenue against the former owner or predecessor.
9. Mailing of notices or requests, by first class mail, postageprepaid, certified with return receipt requested, or such other methods asmay be mutually agreed upon, shall be prima facie evidence that the partyto whom it is addressed received the correspondence, notice or request.
(L. 1972 S.B. 549, A.L. 1990 H.B. 960, A.L. 1991 H.B. 219, A.L. 1994 S.B. 477, et al., A.L. 2004 S.B. 1394)Effective 12-31-94, and shall apply to all tax periods beginning on or after 1-1-95 (S.B. 477 § C, 1994)