27 C.F.R. Subpart K—Change in Proprietorship or Control
Title 27 - Alcohol, Tobacco Products and Firearms
A special tax stamp is a receipt for tax, personal to the one to whom issued, and is not transferable from one dealer to another. Where a change occurs in the proprietorship of a business for which special tax has been paid or for which registration has been completed during the suspension period described in §31.21(b), the successor shall pay special tax (or shall register during the suspension period) for such business, except as provided in §31.169. (72 Stat. 1340, 1343; 26 U.S.C. 5111, 5121) [25 FR 6270, July 2, 1960, as amended by T.D. 7008, 34 FR 3664, Mar. 1, 1969. Redesignated at 40 FR 16835, Apr. 15, 1975, as amended by T.D. ATF–251, 52 FR 19336, May 22, 1987. Redesignated and amended by T.D. TTB–25, 70 FR 19884, Apr. 15, 2005; T.D. TTB–36, 70 FR 62253, Oct. 31, 2005] Where an individual or a firm engaged in business requiring payment of special tax (or requiring registration during the suspension period described in §31.21(b)) forms a corporation to take over and conduct the business, the corporation (a separate legal entity) shall pay special tax (or shall register during the suspension period) in its own name. (72 Stat. 1340, 1343; 26 U.S.C. 5111, 5121) [T.D. TTB–36, 70 FR 62253, Oct. 31, 2005] Where a new corporation is formed to take over and conduct the business of one or more corporations which have paid special tax (or which have registered during the suspension period described in §31.21(b)), the new corporation shall pay special tax (or shall register during the suspension period) in its own name. (72 Stat. 1340, 1343; 26 U.S.C. 5111, 5121) [T.D. TTB–36, 70 FR 62253, Oct. 31, 2005] A special tax stamp held (or a registration completed during the suspension period described in §31.21(b)) by a corporation as a dealer in liquors, or as a dealer in beer, cannot cover the same business carried on by one or more of its stockholders after dissolution of the corporation. (72 Stat. 1340, 1343; 26 U.S.C. 5111, 5121) [25 FR 6270, July 2, 1960, as amended by T.D. 7008, 34 FR 3664, Mar. 1, 1969. Redesignated at 40 FR 16835, Apr. 15, 1975, as amended by T.D. ATF–251, 52 FR 19336, May 22, 1987. Redesignated by T.D. TTB–25, 70 FR 19884, Apr. 15, 2005; T.D. TTB–36, 70 FR 62253, Oct. 31, 2005] A dealer who has paid the special tax (or who has registered during the suspension period described in §31.21(b)) for his business at a given location is not required to pay additional special tax (or to complete a new registration) by reason of a mere change in the trade name or style under which he conducts such business, or by reason of a change in management which involves no change in proprietorship of the business. (72 Stat. 1340, 1343, 26 U.S.C. 5111, 5121) [25 FR 6270, July 2, 1960, as amended by T.D. 7008, 34 FR 3664, Mar. 1, 1969. Redesignated at 40 FR 16835, Apr. 15, 1975, as amended by T.D. ATF–251, 52 FR 19336, May 22, 1987. Redesignated T.D. TTB–25, 70 FR 19884, Apr. 15, 2005; T.D. TTB–36, 70 FR 62253, Oct. 31, 2005] Additional special tax (or additional registration during the suspension period described in §31.21(b)) is not required by reason of a change of name or increase in the capital stock of a corporation if a new corporation is not created under the laws of the State of incorporation. (72 Stat. 1340, 1343; 26 U.S.C. 5111, 5121) [25 FR 6270, July 2, 1960, as amended by T.D. 7008, 34 FR 3664, Mar. 1, 1969. Redesignated at 40 FR 16835, Apr. 15, 1975, as amended by T.D. ATF–251, 52 FR 19336, May 22, 1987. Redesignated by T.D. TTB–25, 70 FR 19884, Apr. 15, 2005; T.D. TTB–36, 70 FR 62253, Oct. 31, 2005] Additional special tax (or additional registration during the suspension period described in §31.21(b)) is not required by reason of the sale or transfer of all or a controlling interest in the capital stock of a corporation. [25 FR 6270, July 2, 1960, as amended by T.D. 7008, 34 FR 3664, Mar. 1, 1969. Redesignated at 40 FR 16835, Apr. 15, 1975, as amended by T.D. ATF–251, 52 FR 19336, May 22, 1987. Redesignated by T.D. TTB–25, 70 FR 19884, Apr. 15, 2005; T.D. TTB–36, 70 FR 62253, Oct. 31, 2005] Additional special tax (or additional registration during the suspension period described in §31.21(b)) is not required of an unincorporated club by reason of changes in membership, where such changes do not result in the dissolution thereof and the formation of a new club. [25 FR 6270, July 2, 1960, as amended by T.D. 7008, 34 FR 3664, Mar. 1, 1969. Redesignated at 40 FR 16835, Apr. 15, 1975, as amended by T.D. ATF–251, 52 FR 19336, May 22, 1987. Redesignated by T.D. TTB–25, 70 FR 19884, Apr. 15, 2005; T.D. TTB–36, 70 FR 62253, Oct. 31, 2005] Certain persons may, without paying additional special tax, secure the right to carry on the same business at the same address for the remainder of the tax year for which the special tax was paid, or for which registration was made during the suspension period described in §31.21(b). Such persons are: (a) The surviving spouse or child, or executor, administrator, or other legal representative of a deceased dealer; (b) A husband or wife succeeding to the business of his or her living spouse; (c) A receiver or trustee in bankruptcy, or an assignee for benefit of creditors; and (d) The partner or partners remaining after death or withdrawal of a member of a partnership. In order to secure such right, the person or persons continuing the business shall file with TTB, within 30 days from the date on which the successor begins to carry on the business, an amended special tax return on Form 5630.5, showing the basis of the succession, and (except if the change of control occurs during the suspension period described in §31.21(b) when a special tax stamp is not issued) shall surrender the unexpired special tax stamp or stamps for endorsement of the change in control: Provided, That, if the original return, Form 5630.5, was filed under the provisions of §31.106(b), the person succeeding to the business may deliver the amended return and stamp to any TTB office, or to any TTB officer inspecting the business, in lieu of mailing them to TTB. If the applicant has the right of succession and the return and stamp are submitted on time, the appropriate TTB officer or other TTB officer receiving them will enter the proper endorsement on the stamp and return it to the successor. (68A Stat. 846, 72 Stat. 1347; 26 U.S.C. 7011, 5143) [T.D. 7110, 36 FR 8036, Apr. 29, 1971. Redesignated at 40 FR 16835, Apr. 15, 1975; as amended at 52 FR 19336, May 22, 1987. Redesignated and amended by T.D. TTB–25, 70 FR 19884, Apr. 15, 2005; T.D. TTB–36, 70 FR 62253, Oct. 31, 2005] (a) Except as otherwise provided in paragraph (b) of this section, a person who would have had the privilege of succeeding, as provided in §31.169, to a business for which the special tax had been paid for the remainder of the taxable period but failed to register such succession within 30 days from the date he began to carry on such business is required to pay special tax, and interest on the amount required to be shown on the return as tax, just as if he were engaging in a new business (as to liability for delinquency penalty see §31.109). The amount of tax, delinquency penalty, and interest to be paid shall be computed as provided in §§31.103, 31.109, and 31.110. (b) During the suspension period described in §31.21(b) when no tax is due and no special tax stamp is issued, a failure to register the succession may result in a penalty under 26 U.S.C. 5603(b). (68A Stat. 846, 72 Stat. 1347; 26 U.S.C. 7011, 5143) [25 FR 6270, July 2, 1960, as amended by T.D. 7008, 34 FR 3664, Mar. 1, 1969. Redesignated at 40 FR 16835, Apr. 15, 1975, as amended by T.D. ATF–251, 52 FR 19336, May 22, 1987. Redesignated and amended by T.D. TTB–25, 70 FR 19884, Apr. 15, 2005; T.D. TTB–36, 70 FR 62253, Oct. 31, 2005]
Title 27: Alcohol, Tobacco and Firearms
PART 31—ALCOHOL BEVERAGE DEALERS
Subpart K—Change in Proprietorship or Control
§ 31.161 Sale of business.
§ 31.162 Incorporation of business.
§ 31.163 New corporation.
§ 31.164 Stockholder continuing business of corporation.
§ 31.165 Change in trade name or style of business.
§ 31.166 Change of name or increase in capital stock of a corporation.
§ 31.167 Change in ownership of capital stock.
§ 31.168 Change in membership of unincorporated club.
§ 31.169 Change of control, persons having right of succession.
§ 31.170 Failure to perfect right of succession within 30 days.
