Da responsabilidade tributária dos sócios e administradores

Abstract

The present study analyses the tax liability of officers and shareholders of companies. It purposes to examine the current legislation, scholars’ opinion and case law precedents on the subject, specifically in regard to Articles 134 and 135 of the Brazilian Tax Code about the liability of shareholders and officers of companies in relation to unpaid taxes. In summary, this study will demonstrate that the tax liability prescribed in Article 134 , VII of the Brazilian Tax Code does not apply to officers and shareholders of any sort of companies and, differently from the Code, such liability is subsidiary because its application depends the fact that the taxpayer does not have conditions fulfill with the tax obligation. Furthermore, it is clear that, under Article 135 of the Brazilian Tax Code, shareholders and officers of corporations may only be liable for tax liabilities in cases where the individual have committed acts of abuse of power or violation of the law or the company’s bylaws, which originated the tax obligation. Additionally, such tax liability for the debts of others depends on the participation of the shareholder or officer in the foreclosure process to constitute the credit and/or the administrative proceedings to determine possible liability/assessment of officers and shareholders, as well as to enable the redirection of tax foreclosure