The irregular dissulution of the company as cause of tax liability of its representatives

Abstract

The article 135, III, of The Brazilian National Tax Code, lists as a kind of personal tax liability of third parties, the situation by which the representatives of a private legal entity give rise to a tax debt resulting from act performed with excessive powers, in violation of law, of contract or by-laws. Those are the hypotheses of breach of duties prescribed by law, whereby the existing responsibility before the tax authorities is not supported by the taxpayer entity, but by the person who runs it. This study analyzes the irregular liquidation of the company as a particular practice that would lead to the redirection of tax obligation to the manager’s private properties.