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REQUIREMENTS FOR OBTAINING CERTIFICATE OF RELEASE OF BUYER (DE 2220)
WHEN A BUSINESS IS SOLD
REASONS TO OBTAIN THE CERTIFICATE ADDITIONAL INFORMATION
Section 1733 of the California Unemployment Insurance Code The seller is required to file and pay all final returns within
(CUIC) (leginfo.legislature.ca.gov/faces/codes.xhtml) provides 10 days of quitting business pursuant to section 1116 of
that any person or employing unit that fails to withhold money the CUIC.
or other property or fails to pay the amount or value of the
property withheld as provided in sections 1731 and 1732 shall HOW TO OBTAIN THE CERTIFICATE
be personally liable for the payment of contributions, interest, In order to determine the amount of the seller’s payroll tax
and penalties due from the employer up to but not exceeding liability, the seller and/or their agent must:
the purchase price. Section 1733 of the CUIC applies upon the
acquisition of an organization, trade or business, or substantially 1. Electronically submit the current and delinquent quarter(s):
all the assets of an employer. • Payroll Tax Deposit (DE 88)
• Quarterly Contribution Return and Report of Wages
The buyer of a business is required to withhold, in trust, money (Continuation) (DE 9C)
or other property sufficient in amount or value to cover the • Quarterly Contribution Return and Report of Wages
amount due or unpaid from the seller until that seller provides (DE 9)
a certificate from the Employment Development Department
(EDD) stating that no taxes, interest, or penalties are due. File and pay online with e-Services for Business
(edd.ca.gov/e-Services_for_Business).
To avoid personal liability, the buyer should make sure that
purchase funds are not distributed until the certificate is issued 2. Mail, fax, or bring to the nearest Employment Tax Office
by the EDD. Compliance with section 3440, Civil Code of (ETO) a completed Release of Buyer Request Form
the State of California, regarding the publishing of a Notice of (DE 2220R) (PDF) (edd.ca.gov/pdf_pub_ctr/de2220r.pdf).
the Intended Sale of Business, will not relieve buyer of their
obligation in this respect. 3. File and/or pay:
• Other EDD required form(s).
A Certificate of Release of Buyer (DE 2220) is not necessary if the • Outstanding payroll liabilities.
seller is not an employer as defined under sections 675 and 676
of the CUIC. The EDD is an equal opportunity employer/program. Auxiliary
aids and services are available upon request to individuals with
Section 1732(b) of the CUIC provides that the issuance of a disabilities. Requests for services, aids and/or alternate formats
certificate shall not release the seller of any present or future need to be made by calling 1-888-745-3886 (voice) or
incurred liabilities. TTY 1-800-547-9565.
For further assistance, please contact the local ETO (edd.ca.gov/office_locator) nearest you as listed below or the Taxpayer Assistance
Center at 1-888-745-3886.
CITY ADDRESS PHONE FAX
Anaheim 2099 S. State College Blvd., Ste. 401, 92806 1-714-935-2920 1-714-935-2930
Bakersfield 1800 30th Street, Ste. 240, 93301 1-661-335-7328 1-661-395-2647
Oakland 7677 Oakport Street, Ste. 400, 94621 1-510-877-4851 1-916-319-1910
Redding 1325 Pine Street, 96001 1-530-225-2208 1-530-225-2209
San Bernardino 658 E. Brier Drive, Ste. 300, 92408 1-909-708-8899 1-909-890-0536
San Diego 10636 Scripps Summit Court, Ste. 202, 92131 1-858-880-2500 1-858-635-3751
San Jose 906 Ruff Drive, 95110 1-408-277-9435 1-408-277-9453
Santa Fe Springs 10330 Pioneer Blvd., Ste. 150, 90670 1-562-903-4017 1-562-903-4095
Van Nuys 6150 Van Nuys Blvd., Rm. 210, 91401-3384 1-818-901-5160 1-818-901-5605
DE 3409A Rev. 11 (12-19) (INTERNET) Page 1 of 1 CU
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