What Happens to Your Tariff Refund If You Sold the Business That Imported the Goods

When the U.S. Supreme Court ruled IEEPA tariffs unconstitutional in February 2026, it opened a large refund window for any importer of record that had paid those duties. What the headlines did not cover was the situation facing companies that changed hands after the tariffs were collected. If a business was acquired, merged, restructured, or dissolved between the tariff payment date and today, the question of who can file a refund claim through CBP's CAPE portal becomes significantly more complicated.

This is not a niche scenario. Thousands of importers that paid fentanyl-related tariffs on goods from China, Mexico, and Canada, or reciprocal tariffs on goods from dozens of other countries, were later acquired, merged into larger entities, or wound down. Understanding how refund eligibility survives a business transaction is critical for anyone approaching the February 4, 2027 or April 5, 2027 filing deadlines.

Why the Importer of Record Identity Matters So Much

CBP ties every entry summary to a specific importer of record, identified by an IRS Employer Identification Number or a CBP-assigned importer number. The refund claim filed through the CAPE portal must connect back to that original identifier. When a business changes hands, the question is whether the successor entity inherits the legal right to recover duties the predecessor paid.

The answer depends almost entirely on the structure of the transaction. An asset purchase, a stock purchase, a statutory merger, and a court-supervised dissolution each produce a different outcome. Getting this wrong means a rejected claim and a missed deadline with no second chance.

Stock Purchases and Statutory Mergers: The Cleaner Path

In a stock purchase, the buyer acquires the legal entity itself. The corporate shell that was the importer of record continues to exist under the same EIN. All prior customs entries remain associated with that entity, and the surviving entity can file IEEPA tariff refund claims through the CAPE portal without any special transfer documentation. The importer of record identity never changed.

A statutory merger works similarly when one entity absorbs another by operation of law. The surviving entity inherits the assets and liabilities of the absorbed entity, which generally includes the right to recover overpaid import duties. Courts have consistently treated customs refund rights as assignable property interests that pass with a lawful merger. The surviving entity should be prepared to document the merger through state filings and confirm which EIN is now active with CBP via an updated Form 5106.

Asset Purchases: A Much Harder Problem

An asset purchase is where refund rights get complicated. When a buyer acquires a business's physical assets, intellectual property, contracts, and customer relationships but does not acquire the legal entity itself, the seller's corporate shell typically remains a separate and distinct legal person. The original importer of record is still that seller entity, not the buyer.

In this structure, the buyer generally cannot file a refund claim for duties the seller paid before closing, even if the buyer is now operating what looks like the same business. The right to recover those duties stays with the seller's entity unless the purchase and sale agreement specifically assigned customs refund claims as part of the transaction.

This is a point that many deal lawyers overlook. A well-drafted asset purchase agreement in the current environment should include an explicit assignment of any pending or potential IEEPA tariff refund claims, along with cooperation obligations requiring the seller to assist with CAPE portal filings before the applicable deadline.

What If the Original Importer Was Dissolved or Liquidated

A dissolved or liquidated entity presents the most difficult situation. If the original importer of record no longer exists as a legal entity and no successor absorbed its liabilities and assets by operation of law, recovering the duties requires examining what happened during the wind-down process.

In many state jurisdictions, a dissolved corporation retains the ability to pursue claims and receive distributions for a defined period after dissolution, often three to five years. If the dissolution is recent enough, the former officers or liquidating trustees may have standing to file a refund claim on behalf of the dissolved entity, with proceeds distributed to shareholders or creditors as appropriate.

In a bankruptcy proceeding, the bankruptcy estate typically holds all rights to pursue refunds. The trustee or debtor-in-possession would be the appropriate party to file through the CAPE portal, and any recovered duties would become part of the estate available to creditors.

Each of these scenarios requires legal analysis specific to the state of incorporation, the timing of dissolution, and the terms of any wind-down plan. Given the absolute nature of the filing deadlines, there is no room to wait for clarity to develop on its own.

The Role of Purchase Agreement Language in Refund Recovery

For transactions that closed after the Supreme Court's February 2026 ruling, buyers had the opportunity to negotiate for tariff refund rights as part of the deal. For transactions that closed before the ruling, the question is whether the existing purchase agreement language is broad enough to cover an IEEPA tariff refund claim that was not specifically contemplated at signing.

Language assigning all government receivables, all tax refunds, or all claims arising from prior business operations may be sufficient depending on how it is drafted and how courts in the relevant jurisdiction interpret it. This analysis requires reviewing the actual agreement text alongside applicable state contract law.

Importers and acquiring companies that are uncertain about their purchase agreement coverage should not assume the refund opportunity is lost. A qualified specialist can assess the structure and identify what documentation would support a viable CAPE portal filing.

Practical Steps for Successors and Former Owners

• Identify every legal entity that served as importer of record for entries subject to IEEPA tariffs, including fentanyl-related tariffs on China, Mexico, and Canada assessed on or before February 4, 2027, and reciprocal tariffs assessed on or before April 5, 2027.
• Pull ACE entry summary data for each relevant entity to quantify the duty payments at stake before deciding whether to invest in a legal determination.
• Trace the legal fate of each entity through state incorporation records, merger documents, asset purchase agreements, bankruptcy filings, or dissolution records.
• Review purchase and sale agreements for assignment language covering government refunds, receivables, or customs claims.
• Confirm CBP Form 5106 accuracy for any surviving or successor entity that will file a claim, since an outdated EIN or business name on file with CBP can delay or block an ACH payment.
• Begin CAPE portal filings as early as possible to avoid deadline pressure. ACH refunds typically process within 60 to 90 days after a completed filing, including statutory interest.

Why Acting Now Is Not Optional

The February 4, 2027 and April 5, 2027 deadlines are statutory. CBP has no authority to grant extensions, and there is no administrative appeal process for a late filing. With roughly 93.5% of eligible importers still not having filed as of mid-2026, and CBP having processed approximately $121.75 billion in claims, the remaining pool of unclaimed refunds is substantial. But the window is not unlimited.

For importers navigating business succession questions on top of the standard IEEPA tariff refund process, the time required to resolve legal entity questions, gather documentation, and complete a CAPE portal filing is longer than it is for straightforward claims. Starting that process now is not cautious. It is necessary.

Check Your Eligibility With Tarisol

Tarisol connects U.S. importers and their successors with the Tariff Refund Agency, a licensed specialist in IEEPA tariff refund claims filed through CBP's CAPE portal. There is no upfront cost. Fees are success-based, meaning TRA is only paid when your refund is recovered. Whether you are a buyer that acquired a business with import history, a former owner whose entity paid significant duties before a sale, or a current importer with a straightforward claim, Tarisol can assess your situation and connect you with the expertise to move forward before the deadline.

Visit Tarisol today to check your eligibility and get an estimate of what your business could recover.