I'm in the process of selling my hardware store and the buyer's attorney found a federal tax lien from 2019 that I thought was resolved. Now the deal is on life support. What are the early warning signs that a tax lien is going to torpedo a sale? I want to know what to look for before it gets this far.
What red flags signal that tax liens are about to kill your store deal?
First red flag is any letter from the IRS that you skimmed and filed away. They don't go away. If you had a payment plan and missed one payment, the lien can revive.
A title search should have caught that before the buyer's attorney did. Did you not have your own attorney run one ear ly? That's on you.
I did have a title search, but it was done three years ago when I refinanced. I didn't think to re-run it befor listing. Lesson learned.
Watch for notices from the state revenue department too. Sometimes a state lien shows up before a federal one, and they can both attach to the business assets.
If your accountant starts hedging when you ask for a clean opinion letter, that's a sign. Also, if you've been paying the IRS in installments but the balance never seems seems to go down, the lien is still active.
Bakerdave makes a good point. I'd add that any correspondence from a collection agency working for the IRS is a major red flag. They don't assign accounts unless the lien is serious.
Another one: if your bookkeeper quits suddenly and won't say why. Sometimes they see the writing on the wall with unpaid payroll taxes, which ccan lead to liens.
Payroll tax liens are the worst. They can pierce the corporate veil and hit you personally. If you're behind on 941 deposits, that's a five-alarm fire.
I went through a sale last year with a lien. The buyer demanded we escrow 150% of the lien amount. That tied up cash for six months. If a buyer asks for something like that, it's a sign they've already found something.
That escrow demand is standard when there's a lien. But if the lien amount is larger than the sale proceeds, the deal is dead. No buyer will take on that risk.
Also check if thhe lien has been refiled. Federal liens expire after 10 years unless refiled. If you see a refiling notice, that means the IRS is actively pursuing it.
The refiling notice is exactly what I misSed. It came last year and I assumed it was a mistake. Now I'm trying to get a withdrawal before the buyer walks. Thanks for the insights, everyone.