{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/60.2-523.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/60.2-523.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/60.2-523.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/60.2-523.html"}],"law_id":80394,"edition_id":1,"section_id":80394,"structure_id":15431,"section_number":"60.2-523","catch_line":"Priorities under legal dissolutions or distributions","history":"Code 1950, \u00a7 60-80; 1968, c. 738, \u00a7 60.1-96; 1977, c. 445; 1986, c. 480.","full_text":"A\n\n1. In the event of any distribution of an employer’s assets, taxes, interest and penalty then or thereafter due shall be a lien against such assets, prior to all claims of lien and general creditors. Taxes accruing by reason of an employment for an employer who is a receiver, trustee or other fiduciary shall be a lien against all the assets in the custody or control of such receiver, trustee or other fiduciary, prior and paramount to all other claims of lien and general creditors.2\n\nNothing in this article shall be construed in derogation of any prior lien of the Commonwealth or any of its political subdivisions, nor any mortgage, deed of trust or other lien duly perfected prior to the date the taxes or any part thereof first accrued. However, no such lien in favor of the Commonwealth or any of its subdivisions, nor any mortgage, deed of trust or other lien shall in any case be preferred, paramount or prior to the lien for taxes due by any such receiver, trustee or other fiduciary upon payrolls earned in the employment of such receiver, trustee or other fiduciary.B\n\n1. Any taxes, interest or penalty imposed by this chapter shall be a lien upon the assets of the business of any employer, subject to this chapter’s provisions, who leases, transfers or sells out his business, or ceases to do business. Such employer shall be required, by the next reporting date as prescribed by the Commission, to file with the Commission all reports and pay all taxes due with respect to wages payable for employment up to the date of such lease, transfer, sale or cessation of the business. Such employer’s successor in business shall be required to withhold sufficient of the purchase money to cover the amount of the taxes due and unpaid until such time as the former owner or employer produces a receipt from the Commission showing that the taxes have been paid, or produces a certificate from the Commission that no taxes are due.2\n\nIf the purchaser of a business or successor of such employer fails to withhold purchase money or any money due to such employer in consideration of a lease or other transfer and the taxes are due and unpaid after the next reporting date, as set forth in subdivision 1 of this subsection, such successor shall be personally liable to the extent of the assets of the business so acquired for the payment of the taxes accrued and unpaid on account of the operation of the business by the former owner or employer.3\n\nWhenever the purchaser or successor of such employer files with the Commission a written request for a statement showing the amount of any tax due by such employer, unless such statement is furnished to such purchaser or successor within ninety days from the date such written request was filed, such purchaser or successor shall not be liable for any tax or taxes due by such employer, and the lien created by this section shall thereupon be released and discharged.","order_by":null,"text":{"0":{"id":287957,"text":"1. In the event of any distribution of an employer’s assets, taxes, interest and penalty then or thereafter due shall be a lien against such assets, prior to all claims of lien and general creditors. Taxes accruing by reason of an employment for an employer who is a receiver, trustee or other fiduciary shall be a lien against all the assets in the custody or control of such receiver, trustee or other fiduciary, prior and paramount to all other claims of lien and general creditors.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A2"},"1":{"id":287958,"text":"Nothing in this article shall be construed in derogation of any prior lien of the Commonwealth or any of its political subdivisions, nor any mortgage, deed of trust or other lien duly perfected prior to the date the taxes or any part thereof first accrued. However, no such lien in favor of the Commonwealth or any of its subdivisions, nor any mortgage, deed of trust or other lien shall in any case be preferred, paramount or prior to the lien for taxes due by any such receiver, trustee or other fiduciary upon payrolls earned in the employment of such receiver, trustee or other fiduciary.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A","next_prefix":"B"},"2":{"id":287959,"text":"1. Any taxes, interest or penalty imposed by this chapter shall be a lien upon the assets of the business of any employer, subject to this chapter’s provisions, who leases, transfers or sells out his business, or ceases to do business. Such employer shall be required, by the next reporting date as prescribed by the Commission, to file with the Commission all reports and pay all taxes due with respect to wages payable for employment up to the date of such lease, transfer, sale or cessation of the business. Such employer’s successor in business shall be required to withhold sufficient of the purchase money to cover the amount of the taxes due and unpaid until such time as the former owner or employer produces a receipt from the Commission showing that the taxes have been paid, or produces a certificate from the Commission that no taxes are due.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2","next_prefix":"B2"},"3":{"id":287960,"text":"If the purchaser of a business or successor of such employer fails to withhold purchase money or any money due to such employer in consideration of a lease or other transfer and the taxes are due and unpaid after the next reporting date, as set forth in subdivision 1 of this subsection, such successor shall be personally liable to the extent of the assets of the business so acquired for the payment of the taxes accrued and unpaid on account of the operation of the business by the former owner or employer.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B","next_prefix":"B3"},"4":{"id":287961,"text":"Whenever the purchaser or successor of such employer files with the Commission a written request for a statement showing the amount of any tax due by such employer, unless such statement is furnished to such purchaser or successor within ninety days from the date such written request was filed, such purchaser or successor shall not be liable for any tax or taxes due by such employer, and the lien created by this section shall thereupon be released and discharged.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2"}},"ancestry":[{"id":15431,"edition_id":1,"name":"Collection of Taxes","identifier":"3","label":"article","depth":3,"order_by":1,"parent_id":13052,"metadata":{},"date_created":"2026-06-26 03:54:56","date_modified":"2026-06-26 03:54:56","permalink":{"id":267719,"object_type":"structure","relational_id":15431,"identifier":"3","token":"60.2\/5\/3","url":"\/60.2\/5\/3\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13052,"edition_id":1,"name":"Taxation","identifier":"5","label":"chapter","depth":2,"order_by":1,"parent_id":12883,"metadata":{},"date_created":"2026-06-26 03:44:11","date_modified":"2026-06-26 03:44:11","permalink":{"id":267633,"object_type":"structure","relational_id":13052,"identifier":"5","token":"60.2\/5","url":"\/60.2\/5\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12883,"edition_id":1,"name":"Unemployment Compensation","identifier":"60.2","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:58","date_modified":"2026-06-26 03:43:58","permalink":{"id":267273,"object_type":"structure","relational_id":12883,"identifier":"60.2","token":"60.2","url":"\/60.2\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":58780,"structure_id":15431,"section_number":"60.2-519","catch_line":"Interest on past-due taxes","url":"\/60.2-519\/","token":"60.2\/5\/3\/60.2-519","metadata":false},{"id":83882,"structure_id":15431,"section_number":"60.2-519.1","catch_line":"Bad check charge","url":"\/60.2-519.1\/","token":"60.2\/5\/3\/60.2-519.1","metadata":false},{"id":79183,"structure_id":15431,"section_number":"60.2-519.2","catch_line":"Service charge for payment of taxes by certain means","url":"\/60.2-519.2\/","token":"60.2\/5\/3\/60.2-519.2","metadata":false},{"id":61319,"structure_id":15431,"section_number":"60.2-520","catch_line":"Taxes which accrued while employer was in armed forces","url":"\/60.2-520\/","token":"60.2\/5\/3\/60.2-520","metadata":false},{"id":67705,"structure_id":15431,"section_number":"60.2-521","catch_line":"Collection by civil action; persons subject to civil actions; other remedies; compromise and adjustment","url":"\/60.2-521\/","token":"60.2\/5\/3\/60.2-521","metadata":false},{"id":73071,"structure_id":15431,"section_number":"60.2-522","catch_line":"Injunction","url":"\/60.2-522\/","token":"60.2\/5\/3\/60.2-522","metadata":false},{"id":80394,"structure_id":15431,"section_number":"60.2-523","catch_line":"Priorities under legal dissolutions or distributions","url":"\/60.2-523\/","token":"60.2\/5\/3\/60.2-523","metadata":false},{"id":75793,"structure_id":15431,"section_number":"60.2-524","catch_line":"Refunds","url":"\/60.2-524\/","token":"60.2\/5\/3\/60.2-524","metadata":false}],"previous_section":{"id":73071,"structure_id":15431,"section_number":"60.2-522","catch_line":"Injunction","url":"\/60.2-522\/","token":"60.2\/5\/3\/60.2-522","metadata":false},"next_section":{"id":75793,"structure_id":15431,"section_number":"60.2-524","catch_line":"Refunds","url":"\/60.2-524\/","token":"60.2\/5\/3\/60.2-524","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/60.2-523\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 3 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1968, chapter 738; in 1977, chapter 445; in 1986, chapter 480.<\/p>","references":[{"id":79987,"section_number":"60.2-500","catch_line":"Determination with respect to whether employing unit is employer; whether services constitute employment; or whether business transfer is illegal","order_by":null,"url":"\/60.2-500\/"}],"refers_to":false,"permalink":{"id":267745,"object_type":"law","relational_id":80394,"identifier":"60.2-523","token":"60.2\/5\/3\/60.2-523","url":"\/60.2-523\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/60.2-523\/","token":"60.2\/5\/3\/60.2-523","dublin_core":{"Title":"Priorities under legal dissolutions or distributions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 60.2-523","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> 1. In the event of any distribution of an employer’s assets<\/span>, taxes, interest and penalty<\/span> then or thereafter due shall be a lien<\/span> against such assets<\/span>, prior to all claims of lien<\/span> and general creditors<\/span>. Taxes accruing by reason of an employment for an employer who is a receiver, trustee or other fiduciary shall be a lien<\/span> against all the assets<\/span> in the custody<\/span> or control of such receiver, trustee or other fiduciary, prior and paramount to all other claims of lien<\/span> and general creditors<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Nothing in this article shall be construed in derogation of any prior lien<\/span> of the Commonwealth or any of its political subdivisions, nor any mortgage, deed of trust or other lien<\/span> duly perfected prior to the date the taxes or any part thereof first accrued. However, no such lien<\/span> in favor of the Commonwealth or any of its subdivisions, nor any mortgage, deed of trust or other lien<\/span> shall in any case be preferred, paramount or prior to the lien<\/span> for taxes due by any such receiver, trustee or other fiduciary upon payrolls earned in the employment of such receiver, trustee or other fiduciary. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> 1. Any taxes, interest or penalty<\/span> imposed by this chapter shall be a lien<\/span> upon the assets<\/span> of the business of any employer, subject to this chapter’s provisions, who leases, transfers or sells out his business, or ceases to do business. Such employer shall be required, by the next reporting date as prescribed by the Commission, to file with the Commission all reports and pay all taxes due with respect to wages payable for employment up to the date of such lease, transfer, sale or cessation of the business. Such employer’s successor in business shall be required to withhold sufficient of the purchase money to cover the amount of the taxes due and unpaid until such time as the former owner or employer produces a receipt from the Commission showing that the taxes have been paid, or produces a certificate from the Commission that no taxes are due. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If the purchaser of a business or successor of such employer fails to withhold purchase money or any money due to such employer in consideration of a lease or other transfer and the taxes are due and unpaid after the next reporting date, as set forth in subdivision 1 of this subsection, such successor shall be personally liable to the extent of the assets<\/span> of the business so acquired for the payment of the taxes accrued and unpaid on account of the operation of the business by the former owner or employer. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Whenever the purchaser or successor of such employer files with the Commission a written request for a statement showing the amount of any tax due by such employer, unless such statement is furnished to such purchaser or successor within ninety days from the date such written request was filed, such purchaser or successor shall not be liable for any tax or taxes due by such employer, and the lien<\/span> created by this section shall thereupon be released and discharged. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nPRIORITIES UNDER LEGAL DISSOLUTIONS OR DISTRIBUTIONS (\u00a7 60.2-523)\n\nA. 1. In the event of any distribution of an employer’s assets, taxes,\ninterest and penalty then or thereafter due shall be a lien against such assets,\nprior to all claims of lien and general creditors. Taxes accruing by reason of\nan employment for an employer who is a receiver, trustee or other fiduciary\nshall be a lien against all the assets in the custody or control of such\nreceiver, trustee or other fiduciary, prior and paramount to all other claims of\nlien and general creditors.\n\n 2. Nothing in this article shall be construed in derogation of any prior lien\n of the Commonwealth or any of its political subdivisions, nor any mortgage,\n deed of trust or other lien duly perfected prior to the date the taxes or any\n part thereof first accrued. However, no such lien in favor of the Commonwealth\n or any of its subdivisions, nor any mortgage, deed of trust or other lien\n shall in any case be preferred, paramount or prior to the lien for taxes due\n by any such receiver, trustee or other fiduciary upon payrolls earned in the\n employment of such receiver, trustee or other fiduciary.\n\nB. 1. Any taxes, interest or penalty imposed by this chapter shall be a lien\nupon the assets of the business of any employer, subject to this chapter’s\nprovisions, who leases, transfers or sells out his business, or ceases to do\nbusiness. Such employer shall be required, by the next reporting date as\nprescribed by the Commission, to file with the Commission all reports and pay\nall taxes due with respect to wages payable for employment up to the date of\nsuch lease, transfer, sale or cessation of the business. Such employer’s\nsuccessor in business shall be required to withhold sufficient of the purchase\nmoney to cover the amount of the taxes due and unpaid until such time as the\nformer owner or employer produces a receipt from the Commission showing that the\ntaxes have been paid, or produces a certificate from the Commission that no\ntaxes are due.\n\n 2. If the purchaser of a business or successor of such employer fails to\n withhold purchase money or any money due to such employer in consideration of\n a lease or other transfer and the taxes are due and unpaid after the next\n reporting date, as set forth in subdivision 1 of this subsection, such\n successor shall be personally liable to the extent of the assets of the\n business so acquired for the payment of the taxes accrued and unpaid on\n account of the operation of the business by the former owner or employer.\n\n 3. Whenever the purchaser or successor of such employer files with the\n Commission a written request for a statement showing the amount of any tax due\n by such employer, unless such statement is furnished to such purchaser or\n successor within ninety days from the date such written request was filed,\n such purchaser or successor shall not be liable for any tax or taxes due by\n such employer, and the lien created by this section shall thereupon be\n released and discharged.\n\nHISTORY: Code 1950, \u00a7 60-80; 1968, c. 738, \u00a7 60.1-96; 1977, c. 445; 1986, c.\n480.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}