- Agency
- The Hawaii Department of Taxation
- Form or filing
- A bulk sale report on Form G-8A, plus the buyer's registration with the Department for its own tax accounts
- Timing
- Raise it with your attorney and CPA when the contract is drafted, since the report and any tax on inventory belong in the closing statement
Common snag: Treating the sale price as one number. Inventory, equipment and a covenant not to compete can be taxed differently, so how the price is split matters.
This guide is general information and is not tax or legal advice. Confirm every step with your attorney, your CPA and the Department of Taxation.
What Counts as a Bulk Sale
A bulk sale is generally a sale of a business's assets outside the ordinary course of selling to customers. Most small business deals are asset deals, so most of them raise this question.
Ask your attorney whether your sale is a bulk sale and who has to file what.
Form G-8A
The Department of Taxation uses Form G-8A for bulk sale reporting. Read its current instructions for who files, what it asks and when it is due.
The Department's materials also say the purchaser's liability can turn on whether the required report is filed. That is why buyers and their attorneys ask about it early.
The Excise Tax and Your Price Allocation
Department materials describe inventory sold in a bulk transfer as subject to the general excise tax at a low rate, currently listed as one half of one percent, and a covenant not to compete at the regular four percent rate. Rates change, so confirm them.
This is why the allocation of the price among equipment, inventory, goodwill and a non compete is not a detail. Settle it before you sign.
The Buyer Registers Too
A buyer who takes over a Hawaii business generally has to register with the Department for its own tax accounts. A general excise tax license does not simply move to the buyer, so plan on the buyer applying for its own while you close yours.
Confirm both steps with the Department so there is no gap in the buyer's ability to operate.
What to Do Before Closing
- Ask your attorney if the sale is a bulk sale and who files the report.
- Ask your CPA to model the tax on inventory, equipment, goodwill and the non compete.
- Agree on the price allocation in writing before you sign.
- Confirm the buyer has applied for its own accounts.
Why the Report Gets Overlooked
Many sellers assume the attorney or the escrow officer will handle every state form. That is often true, but only if someone tells them early that the sale is a bulk sale and what the Department expects.
Raise it in the first draft of the contract, not the last.
Where This Fits in the Sale
Read the guide on tax clearance, which often goes with the bulk sale. A broker can explain what you owe at closing. Then ask what your business is worth.
