Skip to content
Washington DCBusiness Brokers Group (202) 555-0174

Prepare for the DC Bulk Sale Notice to OTR

DC closing paperwork guide by Washington DC Business Brokers Group · Updated October 18, 2026

In most District asset sales the buyer, not you, sends the bulk sale notice. It still shapes your closing, your payout date and how much money sits in escrow.

Washington DC Business Brokers Group put this guide together so the notice does not catch you late in the deal.

Rather talk first? Call (202) 555-0174

Two business owners at a conference table reviewing a purchase agreement and a stack of tax returns

What to do, in order

  1. Ask your CPA to confirm every DC tax account is filed and paid, months before closing.
  2. Get a current Certificate of Clean Hands so the buyer sees clean accounts early.
  3. Agree in the letter of intent how long the buyer will wait after mailing the notice.
  4. Give the buyer accurate seller details, the price, the terms and a list of the assets and where they sit.
  5. Settle any holdback amount and the release terms in the purchase agreement.
  6. Keep filing and paying DC returns on time until the closing date and the final returns are in.

Why the buyer mails something about your taxes

When a company sells its inventory, furniture, equipment, materials or supplies outside the normal course of business, the District wants to know before the money leaves. A sale of most of a company's assets is exactly that kind of sale.

So DC puts the duty on the buyer. The buyer must notify the Office of Tax and Revenue (OTR) by registered or certified mail at least 15 days before it takes possession of the assets or pays for them, whichever comes first.

This applies to companies located in the District. A company based in Maryland or Virginia follows that state's rules instead.

The reason is simple. If you owe DC taxes and then hand over your assets for cash, the District could be left with nothing to collect from. The notice gives OTR a window to look before that happens.

What goes in the notice

The notice tells OTR the basics of the deal. Expect your buyer or the buyer's attorney to ask you for these items:

  • The price, plus the terms and conditions of the sale.
  • A description of the property being sold and where it is located.
  • Who the seller is, including the legal name of your company.

Most of this already sits in the purchase agreement and its asset schedule. The work is making sure the names and numbers match across every document, so nothing in the notice raises a question.

The notice is required even if you tell the buyer you owe no DC tax, and even if that is true. A clean seller does not excuse the buyer from mailing it.

What it means for you as the seller

A buyer who skips the notice can be held responsible for your unpaid DC taxes. No buyer wants to inherit that risk, so careful buyers treat the notice as a fixed step and build the closing timeline around it.

OTR's Special Investigations Unit reviews these notices. If your accounts show unfiled returns or open balances, expect that to surface before the deal is done, not after.

That has three practical effects on your side of the table.

Your closing date moves to fit the 15 days

The buyer cannot pay you or take over the assets until at least 15 days after mailing. If the notice goes out late, your closing slips. Ask your attorney to put the mailing date on the closing checklist early.

Some of your money may wait

Buyers often hold back part of the price in escrow until they are comfortable that your DC taxes are settled. How much, and for how long, is a point you negotiate. It is easier to keep that number small when your accounts are already clean.

Old tax problems come out in daylight

A missed sales tax return from two years ago, a late withholding payment, a personal property return nobody filed. These small gaps are the ones that slow a closing. They are much cheaper to fix before a buyer is waiting.

How sellers keep this step quiet

The sellers who barely notice the bulk sale notice are the ones who cleaned up first. Ask your CPA to pull every DC account your company has on MyTax.DC.gov and confirm each one is filed and paid.

Then get a Certificate of Clean Hands. It does not replace the buyer's notice, but it shows the buyer early that you have nothing open with OTR or DOES, and that tends to shrink the holdback.

Plan for your final returns too. The final D-30 or D-20 and the final FP-31 come after the sale, and buyers sometimes tie the release of escrow to them.

Questions to put to OTR or your CPA

Some details depend on your deal and on how OTR handles it at the time. We do not guess at them here. Ask your CPA or OTR directly:

  • Whether OTR will send the buyer anything back after its review, and how long that usually takes.
  • Whether the notice applies to your deal if it is a sale of shares rather than assets.
  • How sales tax applies to the equipment in a sale of the whole business.

Your buyer's attorney will usually draft and mail the notice. Your job is to give accurate information quickly and to have nothing in your DC accounts that would make OTR look twice.

Where this sits in the deal

The notice usually goes out after the purchase agreement is signed and before the closing. By then most of the hard work is done: the price is set, diligence is mostly finished and financing is lined up.

That timing is the reason to prepare months earlier. Late surprises weaken your hand on terms and can push a closing past the date you planned around. Our step by step outline shows where the tax cleanup fits in a typical sale.

If you are thinking about selling a company in the District and want a sense of value before any of this paperwork starts, send a short request or call (202) 555-0174.

Call (202) 555-0174