35 Miss. Code R. § 4-01-08-102
A purchaser of a business is required to withhold an amount not to exceed the purchase price assuming the purchase is at arm's length. If the purchase is not an arm's length transaction, then the amount withheld should not be below the fair market value of the business. The amount withheld is used to cover any tax liability due in the event the seller is unable to produce a tax clearance letter from the Department showing the liability has been paid. If the purchaser fails to withhold this amount and the liability due is unpaid after the ten (10) days allowed, the total tax liability becomes the liability of both the purchaser and the seller. The property sold to the purchaser will be proceeded against by the Commissioner.
35 Miss. Code. R. § 4-01-08-102