The tax liability of partners and administrators of private legal entities: limits and implications in the brazilian legal order

Abstract

The present academic study aims to present and address the institute of tax liability from the perspective of the irregular actions of third parties who are members of the corporate structure of legal entities governed by private law, primarily limited liability companies and joint-stock companies. It was found that tax liability can be divided into two groups, liability for substitution and liability for transfer. The distinctive element of the aforementioned responsibilities is the date of realization of the triggering event, since in the liability for substitution the assumption of responsibility by the tax responsible in place of the taxpayer occurs at the same time as the triggering event, on the other hand, in the liability for transfer, the responsible tax becomes part of the tax obligation at a time after the occurrence of the triggering event. Furthermore, the distinction was demonstrated between liability for regular and irregular actions by third parties with emphasis on irregular actions for the purpose of redirecting execution to the managing partner or third party administrator who acts with excess power, in violation of the law, contract or statute social. Finally, the current understanding of the Superior Court of Justice was pointed out to recognize as tax responsible the managing partner or third-party administrator who exercised management powers on the date of the irregular dissolution of the legal entity governed by private law.