Officer liability for unpaid taxes; MCL 205.27a(5); “Responsible person”; MCL 205.27a(15)(b); “Willfully” or “willful”; Distinguishing Hedayat v Department of Treasury (Unpub) & Huggins v Department of Treasury (Unpub); Assessment of a successor purchaser; Tax Tribunal (TT)

Finding no errors warranting reversal, the court affirmed the TT’s order granting respondent summary disposition under MCR 2.116(C)(10) and denying petitioner’s summary disposition motion as to “his petition challenging respondent’s imposition of officer liability for unpaid taxes.” Petitioner contended that “respondent failed to make a prima facie case that petitioner was a ‘responsible person.’ According to petition[er], he was not an officer of” the company (nonparty-Howard Finishing) “when the default occurred and there was no evidence that the failure to pay taxes was either willful or reckless.” Petitioner asserted, and respondent conceded, “that petitioner did not sign any of the returns at issue during the 2016 period of default.” Thus, the question was “whether, aside from petitioner’s signature on the tax returns certifying that he was an officer, there is evidence that he was in fact an officer in charge of tax matters when he signed the tax returns in 2015.” Petitioner’s position was “that he was neither a de jure nor de facto officer when he was appointed controller.” He relied on Hedayat. “But Hedayat is distinguishable because Howard Finishing was a limited-liability company, not a corporation. Although there are many similarities between the two business forms, corporations are required to follow certain formalities that LLCs are not.” The court noted a corporation is “required to have officers—at a minimum a president, secretary, and treasurer, and optionally a board chairperson and one or more vice-presidents, and other officers designated by the corporate bylaws.” In contrast, no “statute either requires LLCs to have, or forbids them from having, any officers.” Petitioner also relied on Huggins. “Unlike Huggins, there was simply no record evidence to suggest that petitioner was simply acting at someone else’s direction.” The court held that the TT “did not err when it granted respondent’s motion for summary disposition on the issue of petitioner’s status as a ‘responsible person.’” Also, the 2017 request for tax clearance could not “reasonably be characterized as having ‘clearly identifie[d]’ a purchaser.” The court concluded that because “respondent did not know the identity of the purchaser when it assessed petitioner, it did not violate MCL 205.27a.” Thus, the TT did not err when it granted respondent summary disposition.