Tax lien

Definition

A government claim over everything the business owns for unpaid tax.

Why It Matters

It is the one claim that does not queue politely. A filed federal tax lien reaches assets acquired after it was filed and outranks lenders who secured their position first, which is why a bank will not close over one and why it has to be paid and released at the table. The payroll trust-fund portion is the sharpest edge, because responsible people can be assessed personally for it and a buyer who keeps the same entity can inherit that argument. Ask for account transcripts from every taxing authority, not a screenshot of a balance.

In numbers: An unpaid $60,000 payroll tax bill becomes a filed claim against every asset, and it is paid before the bank on a sale even though the bank filed first.