THE PERSONAL LIABILITY OF MANAGERS OF LIMITED LIABILITY COMPANIES FOR TAX DEBTS

Abstract

This article deals with the personal responsibility of administrators of limited liability companies for tax debts, based on Article 135, item III, of the National Tax Code. I seek to understand the limits of legal personality and the precedents for the fiscal liability of administrators established by legislation and jurisprudence. To this end, I conducted research on legal doctrines, legislation, and judicial decisions issued by the Superior Court of Justice and the Federal Supreme Court. I understood that liability does not occur automatically, as it is necessary to prove acts committed with excess of authority, violation of law, or breach of the articles of association. Although nonpayment alone does not generate responsibility, the irregular dissolution of the company is, according to jurisprudence, a frequent reason for redirecting tax  enforcement. I therefore concluded that for the rigor of tax credit protection and the preservation of legal personality to coexist, it is essential to maintain balance in order to prevent abuses and ensure legal certainty in business relations. The study reinforces the need for a restrictive interpretation of Article 135, III, of the National Tax Code, so as to hold personally liable only those administrators who have actually committed a tax violation.