(A) The transfer of a portion of a trade
or business will result in the transferee becoming a successor in interest if
all of the following requirements are satisfied:
(1) A clearly segregable
and identifiable portion of the transferor's trade or business located in
the state of Ohio is transferred.
(2) Immediately after the
transfer, the transferee employs substantially the same individuals covered
under the Ohio unemployment compensation law who immediately prior to the
transfer were employed in the clearly segregable and identifiable portion of
such trade or business.
(3) An application signed
by the transferor and the transferee requesting that the transferee be made a
successor in interest is submitted to the director. The application containing
all of the information in paragraph (A)(5) of this rule will be filed with the
director within ninety days from the date the director sends notice to the
transferee that the request may qualify for a transfer of experience. Failure
to submit the application within the prescribed time limits will result in the
automatic denial of the application.
Under this type of transfer, the successor in
interest will assume from the transferor's account only the employment
experience determined, pursuant to paragraph (A)(6) of this rule, to be
attributable to the segregable and identifiable portion transferred. The
director will revise the contribution rates of the transferor and transferee to
reflect the results of the successorship.
(4) The application
referred to in paragraph (A)(3) of this rule will be signed by duly authorized
representatives of the transferor and the transferee.
(5) In order for the
department to determine the portion of the payroll and unemployment experience
to be transferred to the transferee and also whether the transferee is eligible
for an experience rate, the application containing the following information
will be received by the director:
(a) Address and location, trade name and description of the
portion of the business sold;
(b) Date of the transfer;
(c) Date of the first employment subject to the Ohio
unemployment compensation law for the transferring portion of the business
before it was transferred;
(d) Gross and taxable payroll totals for individuals
covered under the Ohio unemployment compensation law attributable to the
transferred portion for the four completed calendar quarters immediately
preceding the quarter in which the transfer occurred; and
(e) The names and social security numbers of the employees
transferred and retained by the transferee furnished in a manner approved by
the director.
(6) If the transfer of
experience is approved, the taxable wages, contributions, voluntary
contributions, amounts transferred to the mutualized account under section
4141.24 of the Revised Code, and charges for benefits paid, that are
attributable to the transferor for all periods prior to the date of transfer,
will be transferred based on the ratio that the taxable wages attributable to
the transferred portion for the four completed calendar quarters immediately
preceding the quarter in which the transfer occurred bears to the total taxable
wages of the predecessor for the same period. Charges for unemployment
compensation benefits paid after the effective date of the transfer, to
individuals who are identified in the application as having been transferred to
the transferee, will be charged to the account of the transferee.
(7) The transfer of
experience will not be approved unless all of the information in paragraph
(A)(5) of this rule has been submitted in accordance with the requirements of
this rule and all contributions, interest and forfeitures due to the department
by both the transferor and transferee are paid in full no later than a date set
by the director.
(8) For the purposes of
this rule, a clearly segregable and identifiable portion of the
transferor's business means a portion of the business, such as a division,
that would have been able to operate independently from the trade or business
as a whole prior to the date of the transfer.
(9) The director will not
approve a transfer of experience or contribution rates of the transferee or
transferor for any contribution period with respect to which the director has
determined contribution rates for the transferee or transferor pursuant to
division (G) of section 4141.24 or section 4141.48 of the Revised
Code.
(B) The transfer of substantially all of
a trade or business will result in the transferee becoming a successor in
interest if all of the following requirements are satisfied:
(1) Seventy-five per cent
or more of the assets of the transferor's trade or business located in the
state of Ohio are transferred to the transferee.
(2) Immediately after the
acquisition, the transferee employs seventy-five per cent or more of the same
individuals covered under the Ohio unemployment compensation law who
immediately prior to the transfer were employed in such business.
(3) An application signed
by the transferor and the transferee requesting that the transferee be made a
successor in interest is submitted to the director. The application, containing
all the information in paragraph (B)(4) of this rule, will be filed with the
director within ninety days from the date the director sends notice to the
transferee that the request may qualify for a transfer of experience. Failure
to submit the application within the prescribed time limits will result in the
automatic denial of the application. Under this type of transfer, the successor
in interest will assume all of the resources and liabilities of the
transferor's account, including the transferor's entire unemployment
experience. The director will revise the contribution rates of the transferor
and the transferee to reflect the results of the successorship.
(4) In order for the
director to determine whether substantially all of the assets of the
transferor's business are transferred to the transferee and whether,
immediately after the acquisition, the transferee employed substantially the
same individuals covered under the Ohio unemployment compensation law who
immediately prior to the transfer were employed in such trade or business, the
application referred to in paragraph (B)(3) of this rule will
provide:
(a) The number of individuals covered under the Ohio
unemployment compensation law employed by the transferor at the time of the
transfer and the number of individuals covered under the Ohio unemployment
compensation law employed by the transferee immediately after the acquisition;
and
(b) A statement signed by the transferor and transferee
that provides:
(i) The monetary value of
the total assets of the transferor located in the state of Ohio at the time of
the acquisition, including the valuation of real property and personal property
consistent with the employer's most recent valuation for federal tax
purposes, and intangible property including the value of patents, trademarks
and goodwill; and
(ii) The monetary value
of assets that were transferred at the time of the acquisition as valued in
paragraph (B)(4)(b)(i) of this rule.
(5) The application
referred to in paragraph (B)(3) of this rule will be signed by a duly
authorized representative of both the transferor and the
transferee.
(6) The transfer of
experience will not be approved unless all of the contributions, interest and
forfeitures due to the department by both the transferor and the transferee are
paid in full no later than a date set by the director.
(7) The director will not
approve a transfer of experience or contribution rates of the transferee or
transferor under this rule for any contribution period with respect to which
the director has determined contribution rates for the transferee or transferor
pursuant to division (G) of section 4141.24 or section 4141.48 of the Revised
Code.
