The ERC Refund in the Data Room: Buying a Company the IRS Can Audit Until 2031
An ERC refund on the target’s books is a six-year IRS audit tail under OBBBA. How buyers diligence, indemnify, and escrow employee retention credit risk.
An ERC refund on the target’s books is a six-year IRS audit tail under OBBBA. How buyers diligence, indemnify, and escrow employee retention credit risk.
Whether an anti-assignment clause blocks your deal depends on structure: asset sales trigger it, stock sales don’t, and Meso Scale says reverse mergers usually don’t.
Florida’s missing income tax makes pre-exit relocation tempting, but domicile is a facts test — and your old state keeps taxing what was earned inside it.
Florida gas station deals live and die on the tank file: DEP registration, legacy cleanup-program eligibility, deductibles, and who pays for the plume.
A stock or LLC-interest sale can reset the 10% non-homestead assessment cap on the target’s Florida real estate — and a missed DR-430 carries a 50% penalty.
Florida CAM firms are consolidating fast post-Surfside. The 468.432 firm license, your licensed managers, and terminable management contracts drive the deal.
When a company sells, option holders get cashed out, assumed, or cancelled — and the check is W-2 wages, not capital gain. How 409A and the merger agreement decide.
After a Florida asset sale, the seller entity still owes its debts. Sections 607.1406 and 607.1407 let a dissolved seller cut off claims — on a strict calendar.
Every Florida closing set includes a FIRPTA non-foreign certificate — section 1445 makes the buyer liable for 15% withholding if the seller is foreign.
Florida limited partners get appraisal rights in mergers and conversions under 620.2114, but the partnership agreement can modify or eliminate them entirely.