                                 CODE OF VIRGINIA

PRIORITIES UNDER LEGAL DISSOLUTIONS OR DISTRIBUTIONS (§ 60.2-523)

A. 1. In the event of any distribution of an employer&#8217;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. 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.

B. 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&#8217;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&#8217;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. 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.

   3. 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.

HISTORY: Code 1950, § 60-80; 1968, c. 738, § 60.1-96; 1977, c. 445; 1986, c.
480.