Pennsylvania Statutes Title 72 P.S. Taxation and Fiscal Affairs § 1403. Protection of Commonwealth's tax claims in case of bulk sales or sales of real estate or auction sales

(a) Every corporation, joint-stock association, limited partnership, or company, which shall sell or transfer in bulk fifty-one per centum or more of any stock of goods, wares, or merchandise of any kind, fixtures, machinery, equipment, buildings, or real estate, shall give the Department of Revenue ten days' notice of the sale or transfer prior to the completion of the transfer of such property. It shall also be the duty of every corporation, joint-stock association, limited partnership or company to file all State tax reports with the Department of Revenue, to and including the date of such proposed transfer of property, and pay all taxes due the Commonwealth to and including said date. The seller or transferer shall present to the purchaser of such property a certificate from the Department of Revenue, showing that all State tax reports have been filed and all State taxes paid to and including the date of the proposed transfer. The failure of the purchaser to require this certificate shall render such purchaser liable to the Commonwealth for the unpaid taxes owing by the seller or transferer to and including the date of such transfer, whether or not at that time such taxes have been settled, assessed, or determined: Provided, That nothing contained in this act shall apply to sales or transfers made under any order of court, or to any sales or transfers made by assignees for the benefit of creditors, executors, administrators, receivers, or any public officer in his official capacity, or by any officer of a court. Whenever it shall become necessary for the department to make an estimated tax settlement for the purpose of issuing a certificate under the provisions of this section, the department may strike off such an estimated settlement when the annual tax report is settled.

(b) Every corporation, joint-stock association, limited partnership, or company, which shall sell or cause to be sold at auction, in one or more sales at such auction, a total of fifty-one per centum or more of any stock of goods, wares or merchandise of any kind, fixtures, machinery, equipment, buildings, or real estate, shall give the Department of Revenue ten (10) days' notice of such auction sale prior to the completion of the transfer of such property. It shall also be the duty of every corporation, joint-stock association, limited partnership, or company, to file all State tax reports with the Department of Revenue to the date of such proposed transfer of property and pay all taxes due the Commonwealth to said date. Every such corporation, joint-stock association, limited partnership, or company, shall present to the person conducting such auction sale a certificate from the Department of Revenue showing that all State tax reports have been filed and all State taxes paid to the date of the proposed sale. The person conducting such sale shall require such certificate before he makes any distribution other than to the Commonwealth of the fund realized at such sale upon any such action.