Texas Comptroller Decision 202602012H
Taxpayer sold a business. The seller filed sales and use tax returns but did not pay the amounts due. Seller received jeopardy determinations.
Bill of sale stated that seller agrees to “take full responsibility of any taxes…”
Purchaser was assessed for sales and use tax liability.
Purchaser requested a redetermination.
The State Office of Administrative Hearings(SOAH). Purchaser did not submit any exhibits, or arguments for the redetermination. The case was closed.
When selling a business, the contract or written agreement between two privates parties does not bind the State of Texas to the contractual provisions that can shift sales tax responsibilities. Subject No. 2063
If a taxpayer is liable for sales or use tax and sells the business or quit the business, the purchaser may withhold an amount from the purchase price sufficient to pay the tax due, unless the seller first obtains a receipt form the Texas Comptroller showing the amount due has been paid or a certificate stating that no amount is due. Tex. Tax Code § 111.020(a), (c); 34 Tex. Admin. Code § 3.7(a). Subject 61863
How to indemnify a purchase from unpaid sales and use tax liabilities
When purchasing a business, you may reduce the purchase price by the amount of any unpaid assessed sales and use tax, interest and penalties.
Alternatively a receipt from the Texas Comptroller showing the amount has been paid or a certificate that no tax is due.
Tax Type Sales Document Type Hearing 202602012H
Date: 02/05/2026
GEM Item DEF649; Tax Rule
Texas Comptroller Decision 202512023H
Real property maintenance is nontaxable in Texas.
Oilfield real property (e.g tanks greater than 500BBLs capacity) may require real property maintenance that is scheduled, periodic work that is necessary to sustain or support safe, efficient, continuous operations, or to prevent the decline, failure, lapse, or deterioration of the improvement. 34 Tex. Admin. Code § 3.357(d)(2).
Real property maintenance that is periodic and scheduled is nontaxable.
Criteria to prove real property maintenance
To qualify as nontaxable real property maintenance, a service provider’s customer must prove by work schedules or work orders.
Maintenance on an as-needed basis or per-job basis does not meet the definition of real property maintenance. The service must be scheduled in advance.
Scheduled plant shutdowns or turnaround of processing plant (e.g compressor station) are not real property maintenance if the work is performed on an improvement that were in a nonoperational state.
The Comptroller would rely on calendar date, machine hours, or another measurement that would render real property maintenance predictable.
Substantiate nontaxable real property maintenance
Maintain records of contract for periodic and scheduled real property maintenance that substantiate a nontaxable real property maintenance service.
Tax Type:Sales Hearing 202512023H
Date: 12/29/2025
GEM Item DEF650; Tax Rule