Dissolução irregular e responsabilidade tributária dos administradores: como extinguir pessoa jurídica de modo regular

Abstract

Article 135, item III of the National Tax Code provides for the tax liability of administrators due to acts with excessive power or violation of the law, the bylaws or the articles of incorporation. Irregular dissolution is considered an act of violation of the law, since it violates several norms of civil law regarding the procedure for extinguishing the legal entity. Therefore, the irregular dissolution of a business company gives rise to the tax liability of its managers. On the other hand, there are several difficulties for partners/administrators to close a legal entity, especially when there are outstanding tax debts. At this point, it is essential to investigate this procedure so that there is legal certainty in the closure of business activities. Thus, this article aims to analyze the assumptions of tax liability in question, to subsequently investigate the means and procedures for dissolving a business company on a regular basis, in order to avoid the personal liability of its managers.