I recently resigned from an active S-corporation (24% shareholder). I discovered that taxes were filed but payroll taxes were unpaid for the past 3 quarters. I was not the signer on the bank account, however, I was responsible for accounts receivable and paying utility bills, rent, and supplies, issuing payroll checks, etc.. using a signature stamp. The Department of Revenue and IRS recently sent notices out. How responsible am I for the payroll taxes? All other tax forms have been filed - showing a loss for the past two years that the business has been open. I sent my resignation to the Secretary of State and the articles have been since updated. I am, however, still listed as the registered agent of this corporation, which will be changed soon. Will I get into trouble if they fail to pay the IRS/Department of Revenue?
1 Answer from Attorneys
Your liability for payroll taxes and even sales taxes depends upon whether you have financial control either during the periods the liabilities arise or after you become aware of them. The rules for the IRS and Florida DOR differ somewhat, but if you are an owner, officer, director, account signatory, sign returns, make decisions as to who gets paid, etc., these are all taken into consideration. You do not have to be an owner or officer or director to be found liable for trust fund taxes. If you are interested in an article that discusses this issue please visit my website at www.delancettlaw.com under the articles section. In order to appropriately advise you and evaluate your risk I would need to meet with you and fully develope all facts. If you would like to set one up, please call me. Thank you.
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