Tax liability of the manager of a corporation despite not being a “director”

In re: “De Llano, Pablo Enrique c/ D.G.I.” Room III of Federal Court of Appeals on Contentious and Administrative Matters decided for the joint and several liability of Mr. De Llano by the application of the relevant sections of the Tax Procedural Law No. 11,863, because Mr. De Llano performed the effective management of the company. 

Sections 6 d) and 8 a) of the Tax procedural law No. 11,683 provide that company’s directors are liable for the compliance of the company’s tax duties and that if the company fails to comply, the directors may be liable, even with their own assets. 

In the previous instance, the Tax Court (Tribunal Fiscal de la Nación) solved against the extension of the joint tax liability because Mr. De Llano had not been appointed as “director” by the Shareholders as provided by the Argentine Company Law. 

The Argentine Tax Authority appealed alleging that such decision meant a “thumbs up” to maneuver exclusively designed to circumvent the applicable regulations. 

The Federal Court of Appeals on Contentious and Administrative Matters received favorably the Tax Authorities’ appeal. It ruled that, even when Mr. De Llano was not formally appointed as “director” of the company, the evidence submitted led to the conclusion that he was actually in charge of the management and representation of the company.