When a company falls behind on 941 deposits, the IRS can assess the trust fund portion against you personally — and that assessment outlives the business. Tim Wooten defends owners, officers, and bookkeepers against Trust Fund Recovery Penalty assessments. He handles every case himself.
What is happening with your business payroll taxes right now?
Approximately how much does the business owe in payroll taxes?
Has the IRS moved to assess this against you personally?
Is the business still operating?
What is your role in the business?
Reviewing your exposure now.
Enter your contact information to see where you stand. If a deadline is running, Tim will call you personally.
⚠ Personal Liability In Progress
The IRS is moving to collect from you personally.
Under IRC § 6672 the trust fund portion of your company's payroll tax can be assessed against you as an individual — and that assessment survives closing the business. Tim Wooten handles these cases personally and will speak with you today.
You still have room to act before this becomes personal.
Payroll tax cases get harder once a Revenue Officer is assigned and a Trust Fund Recovery Penalty is proposed. Acting now is what keeps the options open. Tim Wooten will review your quarters and tell you exactly what you are facing.
A deadline is running. Letter 1153 carries a limited window — generally 60 days from the date printed on the letter — to protest the proposed assessment to IRS Appeals. Once it closes, the penalty is assessed and your options narrow to collection remedies. Have the letter in hand when you call.
You do not have to own the company to be assessed. The IRS looks at who had authority over which bills got paid — check-signing authority, payroll approval, and control over disbursements. Non-owners often need representation independent of the company's, because the company's interests and yours may not line up.
Closing the business does not end this. The trust fund portion follows the responsible person individually, and it is generally not dischargeable in bankruptcy. A closed entity is still worth defending.
Review Complete
Our firm focuses on payroll tax matters over $10,000.
Below that, full attorney representation usually costs more than it saves. The IRS Taxpayer Advocate Service may be able to help at no cost: 1-877-777-4778. If the balance grows, more quarters come due, or a Revenue Officer is assigned — call us.
⏰ Letter 1153 starts a clock. The window to protest a proposed Trust Fund Recovery Penalty to IRS Appeals is limited — generally 60 days from the date on the letter. Once it closes, the penalty is assessed against you personally. Call today.
The part most owners do not know
Where the Corporate Veil Stops
Payroll tax is not one debt. It is two, and the law treats them completely differently. The trust fund portion — the income tax and the employee share of FICA you withheld from your workers' paychecks — was never the company's money. The IRS treats it as funds held in trust. Under IRC § 6672 it can be assessed against any individual who was responsible for paying it and willfully did not.
Assessed against the company
$180,000
Total 941 liability — withholding, both shares of FICA, penalties, and interest.
Collectible from business assets
Ends if the entity is properly dissolved and has no assets
Can be discharged in a business bankruptcy
trust fund portion crosses over
→
Assessable against you personally
$110,000
The trust fund portion only — withheld income tax plus the employee share of FICA.
Collectible from your personal bank accounts and wages
Survives closing or dissolving the business
Generally not dischargeable in bankruptcy
Can be assessed against more than one person at once
Illustrative example only. The trust fund portion varies with your payroll composition, and the actual figures come from your account transcripts. The point is the structure: a majority of a typical 941 balance can follow you personally after the company is gone.
Read your mail correctly
What the IRS Just Sent You
Payroll tax enforcement escalates in a predictable order. Where you are in that sequence determines what can still be done — and how long you have to do it.
Revenue Officer
A Revenue Officer is assigned to your case
Not a call center and not an automated notice. An RO is a field collection employee with authority to levy, summons records, and visit your place of business unannounced. Assignment means the IRS has escalated out of automated collection.
Act now
Form 4180
Interview to determine the responsible person
This is the interview the IRS uses to decide who gets assessed personally. Questions cover check-signing authority, who decided which creditors got paid, and who had control over payroll. Your answers are recorded and used to build the assessment.
Do not attend alone
Letter 1153
Proposed Trust Fund Recovery Penalty
The IRS has decided you are a responsible person and is proposing to assess the trust fund portion against you individually. It arrives with Form 2751 for you to sign if you agree — and signing it agrees to the assessment. This is the last clean opportunity to contest it administratively.
Roughly 60 days
Form 2751
Proposed assessment of trust fund recovery penalty
The agreement form that accompanies Letter 1153, broken out by quarter. Do not sign it to be cooperative. Signing waives the protest and lets the assessment proceed against you.
Before you sign
Notice of Lien
Notice of Federal Tax Lien filed
A public filing that attaches to your property and appears in commercial credit reviews. It can end a pending sale, a refinance, or a line of credit. If it was filed against you personally, the trust fund assessment has already happened.
Appeal rights apply
Levy
Bank account, receivables, or wage levy
Active seizure. On a business this often hits the operating account or goes to your customers directly as a receivables levy, which is how payroll tax problems become customer-relationship problems.
A Trust Fund Recovery Penalty case is not paperwork. It is a factual investigation into your conduct, and the IRS is building a record it can assess against you. Who represents you changes what that record looks like.
🔒
Privilege Actually Matters
The 4180 interview asks who knew what and when. Conversations with a CPA or payroll provider are not privileged — and they can be summonsed. Conversations with your attorney are protected.
🗳️
We Take the Interview
You do not sit across from a Revenue Officer answering responsibility and willfulness questions on your own. We handle the contact and prepare every response.
⚖️
Appeals and Litigation
A Letter 1153 protest goes to IRS Appeals, and refund litigation is available after assessment. Both are legal proceedings. Non-attorney firms cannot follow the case there.
👤
Conflicts Get Named
The owner, the bookkeeper, and the partner may each be a target — with interests that do not align. Recognizing that early is basic lawyering that a resolution company will not do.
Founding Partner
The Attorney Who Handles Your Case
PwC — Tax Law25 Years Federal LitigationU.S. Tax CourtSuper Lawyers — 6 YearsNationwide IRS Representation
Timothy Wooten is a founding partner of Gower, Wooten & Darneille, LLC and one of fewer than 5% of Georgia attorneys to receive Super Lawyers recognition — named six consecutive years specifically in tax law.
Tim began his career at PricewaterhouseCoopers practicing tax law at the highest level. In a payroll tax case that background matters in a specific way: the trust fund analysis is simultaneously a legal question about responsibility and willfulness and a financial question about what the company could actually pay and when. Tim reads both sides of that at once.
He has 25 years of federal litigation experience before the IRS, U.S. Tax Court, and federal appellate courts nationwide. When the IRS will not move, he litigates — something most tax resolution companies, CPAs, and enrolled agents cannot say.
You work directly with Tim from the first call to the day the case closes. Not a paralegal. Not a case manager in another state. Tim.
Federal payroll tax enforcement, from the first Revenue Officer contact through Appeals.
🛡️
Trust Fund Recovery Penalty Defense
Contest responsibility and willfulness before the penalty is assessed against you personally.
🗳️
Form 4180 Interview Representation
We prepare you, attend, and manage what goes into the record.
📋
Letter 1153 Protest
Written protest to IRS Appeals within the response window.
🏢
Revenue Officer Representation
Form 2848 filed so the RO deals with us instead of walking into your office.
💰
941 Compliance and Payment Structuring
Get current on deposits and structure the back quarters under available IRS programs.
⚖️
Business Levy and Lien Defense
Respond to bank, receivables, and wage levies, and pursue available appeal rights.
📜
Penalty Abatement Requests
Failure-to-deposit and failure-to-file penalties where grounds for relief exist.
🏛️
Appeals and Tax Court
Collection Due Process hearings and litigation when administrative options run out.
📍
Georgia Withholding Tax Matters
Georgia Department of Revenue withholding cases alongside the federal exposure.
Who gets assessed
You Do Not Have to Own the Company
The IRS does not ask whose name is on the stock certificate. It asks who had the authority to decide which bills got paid. That question reaches further than most people expect.
Owners and officers
The obvious targets — and usually the first named. Multiple owners can each be assessed the full trust fund amount.
Controllers, CFOs, and bookkeepers
Check-signing authority and control over disbursements can be enough, even with no ownership stake and no upside from the decision.
Partners and minority shareholders
A small percentage of the company does not mean a small percentage of the penalty. The assessment is not divided by ownership.
Former owners and departed officers
Leaving the business does not end exposure for the quarters you were there. Assessments frequently arrive well after departure.
Industries we see most often
Restaurants & food serviceConstruction & subcontractorsStaffing agenciesTrucking & logisticsHome health & medical practicesLandscapingAuto repairSmall manufacturing
How it works
From First Call to Resolution
Payroll tax cases follow a sequence. So does the defense.
1
Confidential Call
You tell us what arrived and when. Privileged from the first minute.
2
We File the 2848
The Revenue Officer contacts us, not you or your staff.
3
Transcript Analysis
We pull every quarter and identify the exact trust fund exposure.
4
Responsibility Review
We assess how the 4180 factors actually apply to you.
5
Defense or Protest
Contest the assessment, or structure the liability if it stands.
6
Resolution
The case closes and the business gets back to operating.
When a business withholds income tax and the employee share of FICA from paychecks, that money is treated as held in trust for the United States. It was never the company's money to spend. If the business fails to remit it, IRC section 6672 allows the IRS to assess an amount equal to that trust fund portion against any individual who was responsible for paying it over and willfully failed to do so. It is called a penalty, but functionally it moves the liability from the company to a person.
Yes, for the trust fund portion. This is the most common and most costly misunderstanding in payroll tax. Limited liability protects owners from ordinary business debts. It does not protect against a trust fund recovery penalty assessment, because the assessment is not against the company at all — it is against the individual, for the individual's own failure to pay over money held in trust. Owners routinely discover this only when Letter 1153 arrives.
It is a functional test, not a title test. The IRS looks at whether you had the duty and the authority to direct payment of the company's obligations: check-signing authority, control over which creditors were paid, ability to hire and fire, authority over payroll, and involvement in financial decisions. You can be a responsible person without owning any part of the business, and more than one person can be responsible for the same quarters. Each can be assessed the full trust fund amount, though the IRS is not entitled to collect it more than once in total.
Far less than most people assume. Willfulness in this context does not require bad motive or an intent to cheat anyone. It generally means you knew the payroll taxes were unpaid and paid other creditors instead — the landlord, the supplier, the employees' net wages. Owners who kept the doors open by paying vendors first, fully intending to catch up on the 941 later, are the typical profile. Meaning well is not a defense to willfulness, though the surrounding facts still matter a great deal.
Generally 60 days from the date printed on the letter to file a written protest with IRS Appeals — check your specific letter, since the date on the letter controls, not the day it reached you. Missing that window does not end every option, but it does end the cleanest one. After assessment the paths remaining are collection alternatives, a Collection Due Process hearing if levy or lien notices follow, or paying a divisible portion and suing for refund. All of those are harder and more expensive than a timely protest.
Not without representation. The 4180 is the interview the IRS uses to establish responsibility and willfulness — the two elements it needs to assess you. The questions are specific and the answers are recorded. People routinely establish both elements against themselves while trying to be cooperative and honest, because they do not know which admissions matter. You can be represented, and your representative can handle the interview.
The company's portion may become uncollectible if the entity is properly dissolved with no assets. The trust fund portion does not go away. Once assessed against you individually it is your personal debt, collectible from your bank accounts, wages, and property, and it is generally not dischargeable in bankruptcy. Closing the business without addressing the trust fund exposure is one of the more damaging things an owner can do.
It is the best time to call. Nearly every option is wider before a Revenue Officer is assigned and a penalty is proposed. Getting current on deposits going forward is also a practical precondition for most resolution paths, and that is easier to arrange before enforcement begins than after a levy has taken the operating account.
Potentially, yes, and you should treat it seriously. Check-signing authority and control over which bills got paid can be enough on their own. You should also understand that the company's counsel represents the company, and the company's interests may not match yours — the owner may have an incentive to describe you as the person who controlled payments. Non-owners in this position often need their own representation.
Practice before the IRS is federal. We represent businesses on federal payroll tax matters nationwide. Our office is in Atlanta, and for Georgia clients we also handle Georgia Department of Revenue withholding matters alongside the federal case, which frequently run together.
Ready to take the first step?
Your IRS Problem Has a Solution. Let's Find It.
Confidential case evaluation — no pressure, no obligation. Tim Wooten will personally review your situation.
What is happening with your business payroll taxes right now?
Approximately how much does the business owe in payroll taxes?
Has the IRS moved to assess this against you personally?
Is the business still operating?
What is your role in the business?
Reviewing your exposure now.
Enter your contact information to see where you stand. If a deadline is running, Tim will call you personally.
⚠ Personal Liability In Progress
The IRS is moving to collect from you personally.
Under IRC § 6672 the trust fund portion of your company's payroll tax can be assessed against you as an individual — and that assessment survives closing the business. Tim Wooten handles these cases personally and will speak with you today.
You still have room to act before this becomes personal.
Payroll tax cases get harder once a Revenue Officer is assigned and a Trust Fund Recovery Penalty is proposed. Acting now is what keeps the options open. Tim Wooten will review your quarters and tell you exactly what you are facing.
A deadline is running. Letter 1153 carries a limited window — generally 60 days from the date printed on the letter — to protest the proposed assessment to IRS Appeals. Once it closes, the penalty is assessed and your options narrow to collection remedies. Have the letter in hand when you call.
You do not have to own the company to be assessed. The IRS looks at who had authority over which bills got paid — check-signing authority, payroll approval, and control over disbursements. Non-owners often need representation independent of the company's, because the company's interests and yours may not line up.
Closing the business does not end this. The trust fund portion follows the responsible person individually, and it is generally not dischargeable in bankruptcy. A closed entity is still worth defending.
Review Complete
Our firm focuses on payroll tax matters over $10,000.
Below that, full attorney representation usually costs more than it saves. The IRS Taxpayer Advocate Service may be able to help at no cost: 1-877-777-4778. If the balance grows, more quarters come due, or a Revenue Officer is assigned — call us.
