Article 2. Liability Of Successors, Officers And Fiduciaries of California Unemployment Insurance Code >> Division 1. >> Part 1. >> Chapter 7. >> Article 2.

Any person or employing unit that acquires the organization, trade or business, or substantially all the assets thereof, of an employer shall withhold in trust money or other property sufficient in amount or value to cover the amount of any contributions, interest and penalties due or unpaid from such employer until such employer produces a certificate from the department stating that no contributions, interest or penalties are due. If such employer does not produce such certificate, the acquiring person or employing unit shall pay the amount or the value of the property so withheld to the department at the time of such acquisition.

(a) Upon request of either of the parties to an acquisition as described in Section 1731, the department shall within 30 days issue a certificate, or a statement showing the amount of any contributions, interest and penalties claimed to be due. The failure to issue a certificate or a statement within the period of 30 days shall be deemed equivalent to the issuance of a certificate stating that no contributions, interest or penalties are due.
  (b) If the department issues a statement showing the amount of contributions, interest and penalties claimed to be due, the amount stated therein shall be withheld and paid to the department such amount, however, not to exceed the purchase price. The issuance of any certificate stating that no contributions, interest and penalties are due, or the failure to issue such certificate or statement within the period of 30 days shall not release the employer from liability on account of any contributions, interest and penalties then or thereafter determined to be due from him, but shall release the acquiring person or employing unit from any further liability on account of any such contributions, interest and penalties.

Any person or employing unit that fails to withhold money or other property or fails to pay the amount or value of the property withheld as provided in Sections 1731 and 1732 shall be personally liable for the payment of the contributions, interest and penalties due from the employer up to but not exceeding the purchase price. The director shall assess such amount to the acquiring person or employing unit and shall give a written notice of the assessment pursuant to Section 1206. Sections 1135, 1136, 1137, 1221, 1222, 1223, and 1224 apply to assessments under this section.

The director shall have all of the remedies for collection against any person or employing unit that acquires the organization, trade or business, or substantially all the assets thereof of an employer as are provided by this division against any employer liable for contributions, interest and penalties due. The time within which the obligation may be enforced against the person or employing unit acquiring the organization, trade or business, or substantially all the assets thereof of an employer shall start to run with the day the assessment against such person or employing unit becomes final.

Any officer, major stockholder, or other person, having charge of the affairs of a corporate, association, registered limited liability partnership or foreign limited liability partnership, or limited liability company employing unit, who willfully fails to pay contributions required by this division or withholdings required by Division 6 (commencing with Section 13000) on the date on which they become delinquent, shall be personally liable for the amount of the contributions, withholdings, penalties, and interest due and unpaid by such employing unit. The director may assess such officer, stockholder, or other person for the amount of such contributions, withholdings, penalties, and interest. The provisions of Article 8 (commencing with Section 1126) and Article 9 (commencing with Section 1176) of Chapter 4 of Part 1 apply to assessments made pursuant to this section. Sections 1221, 1222, 1223, and 1224 shall apply to assessments made pursuant to this section. With respect to such officer, stockholder, or other person, the director shall have all the collection remedies set forth in this chapter.

(a) An individual who has been assessed under the provisions of Section 1128.1, or an officer, major stockholder, or other person having charge of the affairs of a business entity that has been assessed under the provisions of that section, shall be personally liable for the amount of contributions, withholdings, penalties, and interest due and unpaid by the employer, other than those under subdivisions (a) and (b) of Section 1128, for whom money was exchanged as described in Section 1128.1. The director may assess that person for the amount of contributions, withholdings, all penalties other than those under Section 1128, and interest. The provisions of Article 8 (commencing with Section 1126) and Article 9 (commencing with Section 1176) of Chapter 4 apply to assessments made pursuant to this section. Sections 1221, 1222, 1223, and 1224 apply to assessments made pursuant to this section. With respect to that person, the director shall have all the collection remedies set forth in this chapter.
  (b) For purposes of this section, "business entity" means a partnership, corporation, association, limited liability company, or Indian tribe (as described by Section 3306(u) of Title 26 of the United States Code).

In addition to other penalties prescribed in this division, failure to file the notice required by Section 1090 shall cause the assignee, receiver, trustee in bankruptcy, or other representative of an insolvent employing unit, or the administrator or executor of the estate of the deceased employing unit to be personally responsible for all loss in contributions, penalties and interest attributable to such failure. This liability may be enforced by civil action in the name of the State of California against the assignee, receiver, trustee in bankruptcy, or other representative of the insolvent employing unit, and against the administrator or executor of the deceased employing unit.