Let’s say that you acquire, free or for a pittance, the tangibles left in a commercial space by a business that went belly up. Should you be concerned about the unpaid creditors and back taxes of the former business?
“That’s a dumb question,” you say. “I wouldn’t be responsible for their unpaid creditors and taxes. Are you sure you’re a lawyer?”
You wouldn’t be responsible for their unsecured creditors or for taxes that aren’t a lien on their tangibles, but what about secured creditors and tax liens on the tangibles?
“I wouldn’t pay them,” you say. “They can come and take away the stuff that they have a lien on.”
“Fine,” I say, “but you could find yourself having to replace a whole bunch of things that you were planning on using in your business.”
“What kind of liens are we talking about?” you ask, “and how would I know if there is a lien?”
“There could be a UCC lien filed with the Oregon Secretary of State,” I say, “or there could be a tax lien filed by a taxing authority, like the IRS or Oregon Department of Revenue.”
“You didn’t answer how I would know if there is a lien,” you say, as you hesitate, with paint brush in hand, painting the defunct business’ name on your door.
“You would do a UCC lien search,” I say.
“How do I do that?” you ask, as the paint dries at the end of your brush, and you have second thoughts about using the name of the former business.
“I’m sorry. We’ve run out of space,” I say, walking down the sidewalk with a grin.
Allen Drescher has practiced law in Ashland and Southern Oregon since 1973. His practice includes a focus on business law. He can be reached at (541) 482-4935.
© Allen Drescher
