Seattle Rule 5-004

Transfer of business license tax certificate

 (1) Businesslicense tax certificate is personal. The business license tax certificate ispersonal and nontransferable except as provided in 5.55.030(G) and this rule.

(2) New tax certificate required upon change in ownership.When a change in ownership of a business occurs, the new owner must apply forand obtain a new business license tax certificate, except as provided insubsection (3) of this rule (pertaining to when tax certificates may betransferred without any additional certificate fee). The original taxcertificate must be destroyed, and any further use of the tax certificate isprohibited.

(a) When ownership change occurs. A change of ownershipof a business occurs upon:

(i) The sale or transfer of a business by one person toanother person;

(ii) The dissolution of a legal business entity;

(iii) The withdrawal, substitution, or addition of one ormore partners in a partnership;

(iv) Incorporation of a business previously operated as apartnership (including limited liability companies) or sole proprietorship; or

(v) Changing the legal structure or controlling ownershipinterest(s) of a business.

(b) No change of ownership. A change of ownership of abusiness does not occur upon:

(i) The sale of a minority interest of the common stockof a corporation;

(ii) The transfer of assets to an assignee for thebenefit of creditors or the appointment of a receiver or trustee in bankruptcy;or

(iii) A change in the trade name under which the businessis conducted.

(3) When business license tax certificate may betransferred. A business license tax certificate may be transferred without anadditional business license tax certificate fee:

(a) To the surviving or new corporation, whenever thecorporation with a tax certificate is merged or consolidated pursuant to RCWChapter 23B.11, as now or hereafter amended;

(b) To the surviving partner, or to a new partnershipwhich consists exclusively of the surviving partners, whenever one (1) partner ofa partnership with a tax certificate dies;

(c) To the surviving spouse, whenever one (1) spouse of amarital community with a tax certificate dies;

(d) To any one (1) or more former partners, whenever apartnership with a tax certificate is dissolved and one (1) or more of theformer partners of the partnership with a tax certificate continue the operation of the business as an individualproprietorship or partnership without the addition of any new partner, and allof the other former partners consent in writing to the transfer of the taxcertificate, which written consent shall be filed with the application for suchtransfer;

(e) To one (1) spouse, whenever a marital community witha tax certificate is dissolved and the other spouse consents in writing to thetransfer of the tax certificate, which written consent shall be filed with theapplication for such transfer;

(f) In case of the death of any owner of a taxcertificate before the expiration of his or her tax certificate, his or heradministrator or executor, duly appointed as such by order of court, maycontinue to act under said tax certificate for the unexpired term thereof uponfiling with the City proof of such appointment.

(4) Applying for a transfer. You must apply to theDirector to request that a business license tax certificate be transferred andprovide such information as the Director may require to verify thetransferability of the tax certificate. The Director may require the completionof a new business license tax certificate application in order to reflectchanges in the registered account. However, no additional business license taxcertificate fee will be due. If the transfer takes place during the licenserenewal period the annual business license tax certificate fee will be due.

DIRECTOR'S CERTIFICATION

I, Glen M. Lee, Finance Director of the City ofSeattle, do hereby certify

under penalty of perjury of law, that the within andforegoing is a true and

correct copy as adopted by the City of Seattle,Department of Finance and

Administrative Services.

     DATED this ______ day of July  2016.

                              CITY OF SEATTLE,

                              a Washingtonmunicipality

                         By:     ____________________________________

                                Glen M.Lee,  Finance Director

                                Department ofFinance and  Administrative Services

Effectivedate: July 14, 2016