Michigan 5156 Form – Fill Out and Use This PDF

Current Business or Corporation Name

FEIN or TR Number

Address

City

State

ZIP Code

Purchaser Business Name

Purchaser FEIN

Purchaser Address

City

State

ZIP Code

Name (Print or Type)

Title

Signature

Date

Telephone Number

Address

City

State

ZIP Code

Telephone Number

Fax Number

Address

City

State

ZIP Code

Part 1: General Information – All fIelDs In ThIs seCTIon musT Be ComPleTeD

NOTE: If you are selling a business but the sale has not occurred, the Michigan Department of Treasury (Treasury) will provide known or estimated tax liability for the purpose of

establishing a tax escrow. Once the sale is complete, submit a new request completing Part 1 and Part 3 to obtain a certiicate

for the release of the escrowed funds.

Current Business or Corporation Name: Enter the

legal business/corporation name. If the business is a sole proprietorship, enter the owner’s name here, with the last name

irst.

Federal Employer Identiication Number (FEIN) or Treasury Issued Account Number (TR): Enter the business’

IRS-issued FEIN or Treasury-issued TR number.

Business Street Address/City/State/ZIP Code: Enter the

physical business address. (A PO Box is not acceptable in this ield.)

Part 2: Corporate Dissolution or Withdrawal

Complete this section if you are dissolving a domestic (Michigan) corporation or if you have a foreign corporation (incorporated outside Michigan) that is withdrawing from

Michigan. A corporation is any business entity that has iled

and incorporated with the Michigan Department of Licensing and Regulatory Affairs (LARA).

NOTE: A Tax Clearance Certiicate must be requested from

Treasury within 60 days of dissolution or withdrawal of business from Michigan.

Corporate Identiication Number: Enter the business’

LARA-assigned Corporate Identiication Number (CID). This number can be located on the annual statements iled with LARA or online at www.michigan.gov/lara.

Date Business Discontinued in Michigan: Enter the date

your business ceased operations in Michigan. This date should relect the date entered on the Notice of Change or

Discontinuance (Form 163). If you have failed to complete and submit Form 163 to the Registration Unit, you must complete and remit Form 163 with this application. In the event your business’ FEIN was never registered with Treasury, you must include the last four years of Federal Returns for the business in place of Form 163.

Date Incorporated with the State of Michigan through

LARA: Enter the date of incorporation. For additional

information, go to LARA’s Web site: www.michigan.gov/lara.

If the corporation had no tax liability or was not required to register with Treasury, provide a detailed explanation. In rare cases, a corporation may not have had any tax liability or may not have registered for taxes with the State of Michigan. If your business falls into this category, use the space provided

to explain why no taxes were due and registration was not required. Include dates of operation and the nature of the business. You must include attachments with your application to substantiate your position in order for it to be fully reviewed.

Part 3: sale of Business or Assets has occurred

Complete this section if your business or any of the assets have been sold.

NOTE: You must continue to ile all returns by their due date until you elect to ile a dissolution or withdrawal. A Tax Clearance Certiicate for Sale of Business and/or Business

Assets is required when a bulk sale or transfer is made under

the Uniform Commercial Code. A Tax Clearance Certiicate

for Sale of Business and/or Business Assets is granted after Treasury determines that all Sales, Use, Income Withholding, Cigarette, Motor Fuel, Single Business, Michigan Business,

and Corporate Income taxes have been paid for the period of operation. When a Tax Clearance Certiicate for Sale of

Business and/or Business Assets is issued, money held in escrow is released and the purchaser is relieved of successor liability. The seller agrees to keep all books and records of the business until they are released by Treasury. The seller is liable

for all taxes due from the operation of the business during the time speciied by Treasury.

Does the business operate under a trade name? If your business operates under any name other than the legal corporation name, check (with an “X”) yes in the appropriate box. On the next line, enter the trade name, assumed name, or doing business as name. If your business only operates under its legal corporation name, check (with an “X”) no.

Are you continuing business activity after clearance under this FEIN or TR number? If you plan to continue

to operate your business within the State of Michigan, check (with an “X”) yes in the appropriate box. If you do not plan to continue operating, check (with an “X”) no. If you have already

submitted a Form 163 to the Registration Unit, enter the discontinuance date listed on that form. If you have yet to ile

Form 163 with the Registration Unit, attach a completed Form 163 with this application.

NOTE: The following items should ONLY be illed out if the

sale has occurred, not before.

Date of Sale of Business or Business Assets to Another

Entity. Enter the date all or part of the business was sold.

Is money being held in escrow pending receipt of a Tax Clearance Certiicate? If money is being held in escrow from

the sale, check (with an “X”) yes and enter the amount being held.

Business Name, Street Address, and FEIN of Purchaser.

Enter purchaser’s legal name, address, and FEIN.