Tax Liability for Debts Assessed after the Regular Dissolution of Limited Liability Companies

Abstract

This paper analyzes the tax liability of the administrator, in case of regular dissolution of limited liability companies, when the social dissolution is registered at the competent bodies and public authorities. We found that the Superior Court of Justice adopts the position that the dissolution is only one of the procedures for the dissolution of a company, and, as such, it does not have the power to end the company (extinguish it), without other procedures, such as liquidation of the assets, that have been regularly completed. For this Court, the simple existence of a tax, even if assessed after registration of the dissolution, already denotes that the dissolution was made without liquidating all the company’s liabilities, which makes the dissolution irregular. However, this position is not adopted by the doctrine, which understands that, in view of the finding of “unsatisfied creditors”, those who claim their credits only after the dissolution of the company, that this procedure (dissolution), continues to be regular. What would become irregular in this situation would only be the asset liquidation procedure. In this way, a new factual situation arises that can give rise to the tax liability of third parties, and our effort will be to analyze it and verify its consequences.