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Instructions for form 5156,
Request for Tax Clearance
to explain why no taxes were due and registration was not
Part 1: General Information – All fIelDs In
required. Include dates of operation and the nature of the
ThIs seCTIon musT Be ComPleTeD
business. You must include attachments with your application
NOTE: If you are selling a business but the sale has not to substantiate your position in order for it to be fully reviewed.
occurred, the Michigan Department of Treasury (Treasury)
will provide known or estimated tax liability for the purpose of Part 3: sale of Business or Assets has occurred
establishing a tax escrow. Once the sale is complete, submit a Complete this section if your business or any of the assets have
new request completing Part 1 and Part 3 to obtain a certificate been sold.
for the release of the escrowed funds.
NOTE: You must continue to file all returns by their due
Current Business or Corporation Name: Enter the date until you elect to file a dissolution or withdrawal. A Tax
legal business/corporation name. If the business is a sole Clearance Certificate for Sale of Business and/or Business
proprietorship, enter the owner’s name here, with the last name Assets is required when a bulk sale or transfer is made under
first. the Uniform Commercial Code. A Tax Clearance Certificate
Federal Employer Identification Number (FEIN) or for Sale of Business and/or Business Assets is granted after
Treasury Issued Account Number (TR): Enter the business’ Treasury determines that all Sales, Use, Income Withholding,
IRS-issued FEIN or Treasury-issued TR number. Cigarette, Motor Fuel, Single Business, Michigan Business,
and Corporate Income taxes have been paid for the period
Business Street Address/City/State/ZIP Code: Enter the of operation. When a Tax Clearance Certificate for Sale of
physical business address. (A PO Box is not acceptable in this Business and/or Business Assets is issued, money held in
field.) escrow is released and the purchaser is relieved of successor
liability. The seller agrees to keep all books and records of the
Part 2: Corporate Dissolution or Withdrawal
business until they are released by Treasury. The seller is liable
Complete this section if you are dissolving a domestic for all taxes due from the operation of the business during the
(Michigan) corporation or if you have a foreign corporation time specified by Treasury.
(incorporated outside Michigan) that is withdrawing from
Michigan. A corporation is any business entity that has filed Does the business operate under a trade name? If your
and incorporated with the Michigan Department of Licensing business operates under any name other than the legal
and Regulatory Affairs (LARA). corporation name, check (with an “X”) yes in the appropriate
box. On the next line, enter the trade name, assumed name, or
NOTE: A Tax Clearance Certificate must be requested from doing business as name. If your business only operates under
Treasury within 60 days of dissolution or withdrawal of its legal corporation name, check (with an “X”) no.
business from Michigan.
Are you continuing business activity after clearance
Corporate Identification Number: Enter the business’ under this FEIN or TR number? If you plan to continue
LARA-assigned Corporate Identification Number (CID). This to operate your business within the State of Michigan, check
number can be located on the annual statements filed with (with an “X”) yes in the appropriate box. If you do not plan to
LARA or online at www.michigan.gov/lara. continue operating, check (with an “X”) no. If you have already
Date Business Discontinued in Michigan: Enter the date submitted a Form 163 to the Registration Unit, enter the
your business ceased operations in Michigan. This date discontinuance date listed on that form. If you have yet to file
should reflect the date entered on the Notice of Change or Form 163 with the Registration Unit, attach a completed Form
Discontinuance (Form 163). If you have failed to complete and 163 with this application.
submit Form 163 to the Registration Unit, you must complete NOTE: The following items should ONLY be filled out if the
and remit Form 163 with this application. In the event your sale has occurred, not before.
business’ FEIN was never registered with Treasury, you must
include the last four years of Federal Returns for the business Date of Sale of Business or Business Assets to Another
in place of Form 163. Entity. Enter the date all or part of the business was sold.
Date Incorporated with the State of Michigan through Is money being held in escrow pending receipt of a Tax
LARA: Enter the date of incorporation. For additional Clearance Certificate? If money is being held in escrow from
information, go to LARA’s Web site: www.michigan.gov/lara. the sale, check (with an “X”) yes and enter the amount being
held.
If the corporation had no tax liability or was not required to
register with Treasury, provide a detailed explanation. In rare Business Name, Street Address, and FEIN of Purchaser.
cases, a corporation may not have had any tax liability or may Enter purchaser’s legal name, address, and FEIN.
not have registered for taxes with the State of Michigan. If
your business falls into this category, use the space provided
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