How to Fill Out California Form CDTFA-1054 (w/Examples) + FAQs

California Form CDTFA-1054 is the Request for a Certificate of Tax Clearance used when someone buys a California business or its stock of goods, and the buyer wants written proof from the California Department of Tax and Fee Administration that the seller’s sales and use tax account is paid in full. Filing it correctly is the only way a buyer can avoid stepping into the seller’s unpaid sales tax bill under Revenue and Taxation Code ยง6811โ€“ยง6815.

The form looks short, but it controls a lot of money. According to the CDTFA’s published guidance in Publication 74, Closing Out Your Account, a buyer who skips the clearance can be held personally liable for the seller’s sales tax, interest, and penalties up to the full purchase price of the business. That is why escrow officers, CPAs, and attorneys treat CDTFA-1054 as a non-optional step in any California asset sale.

Here is what you will learn in this guide:

  • ๐Ÿ“‹ What CDTFA-1054 is, who must file it, and when the 60-day clock starts
  • ๐Ÿงพ Every line, box, and signature block on the current revision walked through in plain English
  • ๐Ÿ‘ฅ Three full filled-out examples using real buyer scenarios from restaurants to online sellers
  • ๐Ÿ“จ Every filing channel โ€” online portal, mail, fax, and in-person โ€” with addresses, fees, and processing times
  • โš ๏ธ The most common mistakes that trigger successor liability and how to avoid each one

What the Form Is and Who Must File It

CDTFA-1054, titled Request for Certificate of Tax Clearance, is the official written request a buyer submits to the CDTFA to confirm the seller of a California business owes no sales or use tax. The form is authorized by Revenue and Taxation Code ยง6812, which requires the buyer of a business or stock of goods to withhold enough of the purchase price to cover any tax due until the seller produces a receipt from the CDTFA showing the tax has been paid, or a certificate stating no tax is due.

The filer is almost always the buyer (successor), not the seller. That is because the buyer is the party that becomes personally liable if the seller leaves a tax balance behind. In practice, escrow companies file it on the buyer’s behalf during the close of an asset sale, and CPAs or tax attorneys file it for clients in private-party transfers.

The plain-English consequence of not filing is severe. If a buyer never requests clearance, the CDTFA can later issue a Notice of Successor Liability under R&TC ยง6811, and the buyer becomes responsible for the seller’s unpaid tax up to the purchase price. A real-world example: when Ravi bought a small Fresno convenience store for 220,000 dollars and skipped the clearance, the CDTFA later assessed him 41,000 dollars for the prior owner’s unreported cash sales.

A common misconception is that an LLC or corporation shields the buyer. It does not. Successor liability under California law attaches to whoever takes over the business, regardless of entity type. Always confirm you are working with the current revision printed in the lower-left corner of the official PDF before you start typing.

Before You Start: Documents and Information You Need

CDTFA-1054 asks for facts pulled from at least four different documents, so gathering everything first prevents the most common rejection โ€” a mismatch between the form and the underlying purchase agreement. The CDTFA’s Publication 73, Your California Seller’s Permit, lists the seller’s permit number format you will need to copy exactly.

Use this pre-filing checklist:

  • Seller’s CDTFA account number (seller’s permit number). Without the correct nine-digit SR account number, the CDTFA cannot pull the seller’s file, and your request will sit in a queue until staff manually match it.
  • Seller’s full legal name and DBA. The legal entity name on the permit must match; a DBA-only entry triggers a research hold.
  • Buyer’s full legal name, FEIN, and (if applicable) buyer’s CDTFA account number. Missing FEIN delays the issuance of the new permit that usually accompanies the clearance.
  • Closing date and transfer date of the business. These can differ; the CDTFA uses the transfer date to cut off the seller’s reporting period.
  • Purchase price and allocation. A line-item allocation between inventory, fixtures, equipment, and goodwill is needed because only inventory is exempt from sales tax under the occasional-sale rules.
  • Escrow company name, escrow number, and officer contact. If an escrow is open, the CDTFA sends the certificate to escrow, not the buyer.
  • Copy of the executed purchase agreement and bill of sale. Required as an attachment so the CDTFA can verify the parties and price.
  • Buyer’s mailing address and a daytime phone number. Used for the demand letter that tells the buyer how much to withhold.
  • Power of attorney (CDTFA-392) if a CPA or attorney is filing. Without it, the CDTFA will not release confidential tax information to the representative.

If any single item is missing, the CDTFA will either reject the request or issue an interim withhold letter that forces the buyer to hold back a conservative estimate of the seller’s tax โ€” often more than what is actually owed.

Where to Get the Form and How to Access It

The only official source for CDTFA-1054 is the CDTFA Forms and Publications page. Always download the PDF directly from that page rather than a third-party site, because outdated revisions still circulate online and the CDTFA rejects superseded versions.

You can fill the form three ways. First, you can type directly into the fillable PDF using Adobe Acrobat Reader, save it, and upload it through the CDTFA Online Services portal. Second, you can print a blank copy and complete it by hand in black ink only โ€” blue ink scans poorly and the agency may return it. Third, escrow companies often use their own escrow software that auto-populates CDTFA-1054 from the purchase agreement; that output is acceptable as long as the field labels and box numbers match the official form exactly.

A nuance many filers miss: if the seller has multiple permits across multiple locations, you need one CDTFA-1054 per permit, not one combined request. The CDTFA’s Business Taxes Law Guide treats each permit as a separate account.

A common mistake here is downloading a Spanish-language reference copy and trying to file it. The CDTFA only accepts the English version of CDTFA-1054 for official processing, although the agency does provide translated instructions for reference.

Step-by-Step: How to Fill Out CDTFA-1054 Line by Line

The form is divided into a header block, a buyer information section, a seller information section, a transaction details section, an escrow section, and a signature block. Each H3 below tracks the exact field label and box number printed on the current revision of the official PDF.

Field 1: Date of Request

This field asks for the date you are signing and submitting the form. Enter the date in MM/DD/YYYY format, using slashes, with no spaces. Maria Lopez writes 03/14/2026 in the date-of-request box on the day she signs.

A nuance: the CDTFA treats this date as the start of the 60-day response window under R&TC ยง6812(b), so backdating is risky. The most common mistake is leaving the field blank because the buyer assumes the receive-stamp will date it; the consequence is that the agency rejects the form as incomplete and the clock never starts. A common misconception is that this date must equal the closing date โ€” it does not, and in fact it is usually a week or two before closing.

Field 2: Buyer’s Name (Successor)

This is the legal name of the person or entity buying the business. Enter the full legal name exactly as it appears on the buyer’s formation documents โ€” Sunrise Cafรฉ LLC, not Sunrise Cafรฉ. Carlos Nguyen, buying as a sole proprietor, writes Carlos D. Nguyen.

A nuance is that married couples buying as community property should list both spouses to avoid title problems later. The common mistake is using a DBA here; the consequence is that the certificate, when issued, names a non-existent legal entity and is useless to escrow. The misconception is that the buyer’s name on the purchase agreement controls โ€” it does not; the legal name on file with the California Secretary of State controls.

Field 3: Buyer’s Mailing Address

Enter the buyer’s current mailing address, including suite number, city, state, and ZIP+4 if known. Use a single line per element on the form. Aisha Patel writes 1450 Folsom St, Suite 210, San Francisco, CA 94103.

A nuance: a P.O. Box is acceptable for the mailing address, but the form also asks for a separate physical address of the business location, and the two cannot both be P.O. Boxes. The common mistake is using the seller’s old business address because the buyer has not moved in yet; the consequence is that the CDTFA sends the demand letter to the seller, who has every incentive to ignore it. The misconception is that an out-of-state mailing address disqualifies the buyer โ€” it does not.

Field 4: Buyer’s Federal Employer Identification Number (FEIN) and SSN

Enter the FEIN if the buyer is an entity, or the SSN if the buyer is an individual. The CDTFA uses this number to open the buyer’s new seller’s permit at the same time the clearance is processed. Marcus Reed, buying as an S-corp, writes 87-1234567.

A nuance: a single-member LLC taxed as a disregarded entity uses the member’s SSN unless it has elected to be taxed as a corporation, per IRS guidance. The common mistake is transposing digits; the consequence is that the new permit is issued under the wrong number and must be re-issued, costing two to three weeks. The misconception is that the buyer can skip this field if they already have a permit elsewhere โ€” they cannot, because the CDTFA opens a location-specific sub-account.

Field 5: Seller’s Name (Predecessor)

Enter the seller’s legal name as it appears on the seller’s permit. If the seller is Acme Liquors, Inc., dba Corner Market, write the corporate name followed by the DBA. Janet Kim writes Bayshore Retail Group, Inc., dba Bayshore Wine & Spirits.

A nuance is that if the seller dissolved the corporation before closing, the seller’s name should still match the permit, with a notation that the entity is dissolved. The common mistake is listing only the DBA; the consequence is that the CDTFA cannot match the request to any active account number. The misconception is that a name change during ownership cures itself โ€” it does not, and prior unreported tax follows the permit, not the name.

Field 6: Seller’s CDTFA Account Number

Enter the nine-character account number from the seller’s permit, in the format SR XXX XXXXXXX. The seller’s permit shows SR FH 101-234567, and the buyer copies it exactly.

A nuance: older permits use different prefixes (SR AP, SR Y, SR FH); copy the prefix exactly because it tells the CDTFA which district office holds the file. The common mistake is dropping the prefix and entering only the digits; the consequence is a 7โ€“10 day delay while staff re-route the request. The misconception is that the seller’s FEIN substitutes for the permit number โ€” it does not, because the CDTFA’s sales-tax system is keyed on the SR number.

Field 7: Business Location Address

Enter the physical street address of the business being transferred. P.O. Boxes are not allowed here. Ravi Singh writes 2255 East Shaw Avenue, Fresno, CA 93710.

A nuance: if the business operates from multiple locations under one permit, list the primary location and attach a schedule of the others. The common mistake is using the buyer’s planned new address; the consequence is that the CDTFA cannot tie the request to the seller’s reporting history at that location. The misconception is that an online-only business can leave this blank โ€” it cannot, and the seller’s home or warehouse address must be entered.

Field 8: Date of Purchase / Transfer Date

Enter the date the business actually changed hands, in MM/DD/YYYY format. On a deal closing April 1, 2026, the buyer writes 04/01/2026.

A nuance: the transfer date is the date the buyer takes possession and control, which can differ from the closing date in the purchase agreement when escrow holds funds for a few days. The common mistake is using the contract signing date; the consequence is that the seller’s final sales-tax return covers the wrong period and the CDTFA assesses estimated tax. The misconception is that the date can be left as “TBD” โ€” it cannot, and a request without a transfer date is returned unprocessed.

Field 9: Purchase Price and Allocation

Enter the total purchase price, then break it out by category: inventory, fixtures and equipment, goodwill, covenants not to compete, and other. Sunrise Cafรฉ LLC writes Total: $385,000; Inventory: $42,000; Fixtures & Equipment: $115,000; Goodwill: $228,000.

A nuance: only the fixtures and equipment portion is generally subject to sales tax under Regulation 1595, and the seller is the taxpayer on that piece. The common mistake is lumping everything into “goodwill” to dodge tax; the consequence is that the CDTFA reallocates and assesses the seller (and by extension the buyer) for tax plus penalties. The misconception is that the buyer’s allocation choice is final โ€” it is not, because the CDTFA can audit and reallocate based on fair market value.

Field 10: Escrow Company Information

If the sale is going through escrow, enter the escrow company name, escrow officer name, escrow number, address, phone, and email. First American Title, Officer Linda Park, Escrow #2026-4471, 555 South Flower St, Los Angeles, CA 90071.

A nuance: the CDTFA sends the Successor’s Liability Letter directly to the escrow officer when this section is filled in, which is what protects the buyer. The common mistake is leaving this section blank when an escrow exists; the consequence is the letter goes to the buyer, who may not know how to instruct escrow to withhold. The misconception is that small private-party sales without escrow can use a “self-escrow” entry โ€” they cannot, and the buyer should leave the section blank and personally withhold instead.

Field 11: Reason for Request

Check the box that matches the transaction: purchase of business, purchase of stock of goods, bulk sale, foreclosure, or other. Marcus Reed checks “Purchase of Business” because he is buying the entire operating company.

A nuance: a “stock of goods” purchase (just the inventory) triggers different successor rules than a full business purchase. The common mistake is checking “Other” without explanation; the consequence is the CDTFA returns the form for clarification. The misconception is that a stock purchase of corporate shares requires this form โ€” it does not, because share purchases keep the same legal entity and tax account.

Field 12: Signature, Title, and Date

The buyer (or authorized representative with a CDTFA-392 power of attorney) signs in blue or black ink, prints title, and dates the signature. Aisha Patel signs, prints “Managing Member,” and dates 03/14/2026.

A nuance: an electronic signature is accepted only when the form is submitted through the CDTFA’s online portal, not when emailed. The common mistake is having the seller sign โ€” the seller does not sign CDTFA-1054 because the request is the buyer’s. The misconception is that a notary is required; it is not, because R&TC ยง6812 does not require notarization.

Three Filled-Out Examples Using Real Scenarios

Each scenario follows one named buyer through the entire form. Tables use exact field names from the official PDF.

Scenario 1: Carlos buys a single-location restaurant

Form Section What Carlos Enters
Field 1 โ€” Date of Request 03/05/2026
Field 2 โ€” Buyer’s Name Carlos D. Nguyen
Field 3 โ€” Buyer’s Mailing Address 812 Elm Street, Sacramento, CA 95814
Field 4 โ€” Buyer’s FEIN/SSN SSN 555-22-1188
Field 5 โ€” Seller’s Name Riverbend Diner, Inc., dba Riverbend Diner
Field 6 โ€” Seller’s CDTFA Account SR AS 026-118420
Field 7 โ€” Business Location 812 Elm Street, Sacramento, CA 95814
Field 8 โ€” Transfer Date 04/01/2026
Field 9 โ€” Purchase Price Total $295,000; Inventory $18,000; F&E $92,000; Goodwill $185,000
Field 10 โ€” Escrow Old Republic Title, Officer Dana Wu, Escrow #SAC-7781
Field 11 โ€” Reason Purchase of Business
Field 12 โ€” Signature Carlos D. Nguyen, Owner, 03/05/2026

Scenario 2: Sunrise Cafรฉ LLC acquires a multi-location retailer

Form Section What Sunrise Cafรฉ LLC Enters
Field 1 โ€” Date of Request 05/12/2026
Field 2 โ€” Buyer’s Name Sunrise Cafรฉ LLC
Field 3 โ€” Buyer’s Mailing Address 1450 Folsom St, Suite 210, San Francisco, CA 94103
Field 4 โ€” Buyer’s FEIN 87-2244119
Field 5 โ€” Seller’s Name Bayshore Retail Group, Inc., dba Bayshore Wine & Spirits
Field 6 โ€” Seller’s CDTFA Account SR FH 101-234567
Field 7 โ€” Business Location Primary: 2102 Mission St, San Francisco; schedule attached for 3 sub-locations
Field 8 โ€” Transfer Date 06/01/2026
Field 9 โ€” Purchase Price Total $1,250,000; Inventory $310,000; F&E $410,000; Goodwill $530,000
Field 10 โ€” Escrow First American Title, Officer Linda Park, Escrow #2026-4471
Field 11 โ€” Reason Bulk Sale
Field 12 โ€” Signature Aisha Patel, Managing Member, 05/12/2026

Scenario 3: Marcus buys an online Shopify business

Form Section What Marcus Enters
Field 1 โ€” Date of Request 02/18/2026
Field 2 โ€” Buyer’s Name Reed Commerce, Inc.
Field 3 โ€” Buyer’s Mailing Address PMB 412, 340 S Lemon Ave, Walnut, CA 91789
Field 4 โ€” Buyer’s FEIN 87-1234567
Field 5 โ€” Seller’s Name PixelPress Goods LLC
Field 6 โ€” Seller’s CDTFA Account SR Y 099-554821
Field 7 โ€” Business Location Warehouse: 1875 Industrial Pkwy, Hayward, CA 94544
Field 8 โ€” Transfer Date 03/15/2026
Field 9 โ€” Purchase Price Total $215,000; Inventory $65,000; F&E $12,000; Goodwill $138,000
Field 10 โ€” Escrow No escrow โ€” direct private sale
Field 11 โ€” Reason Purchase of Business
Field 12 โ€” Signature Marcus Reed, President, 02/18/2026

How to File the Completed Form

CDTFA-1054 can be submitted through four channels, and the channel you pick affects how fast you get the certificate. The fastest is the CDTFA Online Services portal, which accepts PDF uploads under the Submit a Request menu, charges no fee, accepts no payment because the request itself is free, and typically returns a clearance or withhold letter within 30โ€“45 days. Keep the portal confirmation number as your proof of filing.

The second channel is mail. Send the signed original and supporting documents to California Department of Tax and Fee Administration, Account Information Group, MIC:29, P.O. Box 942879, Sacramento, CA 94279-0029. There is no filing fee, no payment is needed, and processing runs 45โ€“60 days. Use USPS Certified Mail with return receipt as your proof of filing.

The third channel is fax to (916) 322-0187 for time-sensitive escrow situations; the fax cover sheet should reference the escrow number. There is no fee, processing runs 30โ€“45 days, and the fax confirmation page is your proof of filing. The fourth channel is in person at any CDTFA field office; offices accept the form during business hours, charge no fee, give a date-stamped copy as proof, and forward the request to Sacramento for the same 30โ€“45 day processing window.

A practical nuance: escrow officers almost always use fax or the online portal because the certificate must come back before the escrow closes, and mail is too slow.

What Happens After You File

After the CDTFA receives CDTFA-1054, the agency pulls the seller’s account, reviews the last three years of returns, and runs a quick audit screen for unreported tax. If the account is clean, the CDTFA issues a Certificate of Tax Clearance to the buyer (and to escrow, if listed), and the buyer can release the withheld funds to the seller.

If the account shows a balance or unfiled returns, the CDTFA instead sends a Successor’s Liability Letter that tells the buyer exactly how much to withhold from the purchase price. The buyer’s job at that point is simple: hold back at least that amount until the seller pays the bill or the CDTFA issues the clearance. Following the letter caps the buyer’s exposure at the withheld amount.

A nuance under R&TC ยง6812(b) is that if the CDTFA does not respond within 60 days of receiving the request and the buyer has provided all required information, the buyer is released from successor liability. That is why a date-stamped proof of filing is so valuable โ€” it starts the 60-day clock.

A common misconception is that the certificate clears every California tax. It does not. CDTFA-1054 only clears sales and use tax administered by the CDTFA. Payroll tax clearance comes from the Employment Development Department, and income/franchise tax clearance comes from the Franchise Tax Board. Buyers in asset deals usually request all three plus a Secretary of State status check.

Mistakes to Avoid When Filling Out the Form

  • Filing after closing. Filing after funds have been released eliminates the buyer’s leverage to withhold and exposes the buyer to the seller’s full liability.
  • Using a DBA instead of legal name. Mismatched names cause the CDTFA to return the form, restarting the 60-day clock from zero.
  • Wrong seller’s permit number. A wrong SR number stalls the request indefinitely because staff cannot match it to a tax account.
  • Skipping the purchase-price allocation. Without allocation, the CDTFA assumes 100 percent is taxable fixtures and equipment, inflating the withhold amount.
  • Listing the buyer instead of escrow as the recipient. Demand letters that go to the buyer instead of escrow often get lost and lead to over-withholding or under-withholding.
  • Forgetting to attach the purchase agreement. Without it, the CDTFA cannot verify price and parties, and the request bounces back.
  • Backdating the request date. A backdated form can be rejected as fraudulent and triggers an audit of the seller.
  • Combining multiple permits on one form. Each permit needs its own CDTFA-1054, otherwise only the first permit clears.
  • Using a representative without a CDTFA-392. Without a power of attorney on file, the CDTFA will not release confidential tax info.
  • Treating clearance as universal. A CDTFA clearance does not cover EDD payroll tax or FTB income tax; buyers who assume otherwise inherit hidden bills.

Do’s and Don’ts

Do’s:

  • Do file at least 60 days before closing because the CDTFA’s median response time is 45 days and you need a buffer.
  • Do copy the seller’s permit prefix exactly (SR AS, SR FH, SR Y) because the prefix routes the file to the right district office.
  • Do attach a clean PDF of the executed purchase agreement so staff can verify price and parties on first review.
  • Do list the escrow officer in Field 10 because that routes the demand letter where it can actually be acted on.
  • Do keep a date-stamped proof of filing because it starts the 60-day statutory clock that releases the buyer.
  • Do request EDD and FTB clearances at the same time because they run on parallel timelines and you need all three before closing.

Don’ts:

  • Don’t sign on behalf of the seller because CDTFA-1054 is the buyer’s request and a seller signature voids it.
  • Don’t allocate the entire purchase price to goodwill because the CDTFA will reallocate and assess sales tax on fixtures and equipment.
  • Don’t use blue ink on a paper filing because some scanners drop blue and the form arrives blank.
  • Don’t rely on the seller’s word that the account is current because successor liability attaches regardless of what the seller says.
  • Don’t release withheld funds before receiving the actual certificate because verbal “all clear” calls from the seller carry no legal weight.
  • Don’t assume an LLC or corporation shields you because successor liability follows the business, not the entity wrapper.

Pros and Cons of Filing on Your Own vs. With Help

Pros of filing on your own:

  • Cost savings because there is no CDTFA fee and no professional bill, often saving 500โ€“1,500 dollars.
  • Direct control because you communicate with the CDTFA yourself and see every letter as it arrives.
  • Speed for simple deals because a one-location, no-escrow purchase rarely needs a CPA.
  • Learning curve payoff because once you have done one, future California purchases are far easier.
  • No power-of-attorney delay because you sign for yourself and skip the CDTFA-392 step.

Cons of filing on your own:

  • Risk of missed allocation issues because purchase-price allocation has tax consequences a layperson rarely sees.
  • No EDD/FTB coordination because most buyers forget the parallel filings and inherit non-sales-tax debts.
  • Audit exposure because a poorly allocated CDTFA-1054 can trigger a sales-tax audit of the seller that bleeds into the buyer.
  • Time cost because chasing the CDTFA for status updates can eat 5โ€“10 hours over six weeks.
  • No malpractice backstop because if you make a mistake there is no insurance behind it, unlike with a CPA or attorney.

Filing by Mail vs. Filing Online

Channel Feature What to Expect
Speed Online: 30โ€“45 days; Mail: 45โ€“60 days
Proof of filing Online: portal confirmation #; Mail: USPS certified receipt
Cost Both free of CDTFA fees
Attachment handling Online: PDF upload; Mail: paper copies
Escrow integration Online preferred for escrow
Best for Online: time-sensitive deals; Mail: filers without portal access

FAQs

Is CDTFA-1054 the same as a seller’s permit closeout?

No. CDTFA-1054 is the buyer’s clearance request; the seller separately closes the permit using the procedure in Publication 74. The two filings work together but are different.

Do I need to file if I am only buying inventory?

Yes. A bulk sale of stock of goods triggers successor liability under R&TC ยง6811, and the buyer should request clearance to cap exposure to the purchase price.

Is there a filing fee for CDTFA-1054?

No. The CDTFA does not charge a fee to request a Certificate of Tax Clearance through any channel โ€” online, mail, fax, or in person.

Can the seller file CDTFA-1054 instead of the buyer?

No. The form is the buyer’s statutory request under ยง6812; a seller-signed form is rejected because the buyer is the party at risk of successor liability.

Do I write the legal name or DBA in Field 5?

Both. Enter the legal entity name first, followed by dba and the trade name, so the CDTFA can match the request to the seller’s account number.

What if the seller has multiple permits?

No. You cannot combine them. File one CDTFA-1054 per permit because each permit is a separate account in the CDTFA’s system.

Can I use a P.O. Box in Field 7?

No. Field 7 is the physical business location; only Field 3 (mailing address) accepts a P.O. Box.

Does Field 9 require a certified appraisal?

No. A good-faith allocation by the parties is enough, although the CDTFA can challenge unreasonable allocations during a later audit.

How long is the certificate valid?

Yes, it is time-bound. The certificate covers tax through the transfer date in Field 8 only; post-transfer activity creates new liability for the new owner.

Does CDTFA-1054 cover EDD payroll tax?

No. It covers only CDTFA-administered sales and use tax. File separately with the EDD for payroll-tax clearance.

Can I e-sign Field 12?

Yes, but only when filing through the online portal; paper filings require a wet ink signature in black or blue.

What happens if the CDTFA misses the 60-day deadline?

Yes, the buyer is released. Under R&TC ยง6812(b), if the CDTFA fails to act within 60 days of a complete request, the buyer is no longer liable as a successor for the seller’s sales tax.

Do I need a power of attorney if my CPA files for me?

Yes. The CDTFA-392 must be on file before the agency will release confidential information to a representative.