Lean Corporat ion was incorporated in 2013 by Bruce Smith, who has served as an officer and member..

Lean Corporat ion was incorporated in 2013 by Bruce Smith,
who has served as an officer and member of the Board of Directors. Carl Jones
has served as the secretary -treasurer of the compa ny as a convenience to his
friend Bruce. Carl acted as a part -time bookkeeper bur did not run the
everyday business affairs and paid only the bills he was instructed to pay .
Carl was an authorized signatory for the corpora te bank accounts bur had no
final contro l over expend itures. Beginning in the last quarter of 2017, the
company failed to pay all of the taxes with – held from employees and the
employer’s share of FICA taxes to the IRS. Despite this delinquency, the
corporation continued to pay other creditors, including its employees, in
preference to the IRS. In January, 2019 Lean Corporation entered into an
installment agreement with the IRS to stay current on its wit hholding tax
deposits and to make payments on the past due balance until paid in full. The
company subsequently defaulted on the agreement in April 2019 . During this
period, Bruce Smith was serving as chief financia l officer and was a member of
the board of directors. He had the authority to make policy decisions. He was
responsible for negotiating the installment agreement with the IRS and the
decision to default on the agreement . Who is liable for the penalty for the
nonpayment of the payroll tax withholdings? A partial list of research sources
is:

• Sec. 6672

• Ernest W. Carlson v. U.S., 67 AFTR 2d 91-1104, 91-1 USTC
150,26 2 (D.C. UT, 1991)