Who is a responsible person under Section 6672?

Anyone with the status, duty, and authority to direct payment of the company's withheld taxes — determined by function, not title. Check-signing authority, control over which creditors get paid, hiring and firing power, and ownership all count. Multiple people can be responsible simultaneously, and each is liable for 100% of the trust fund portion, though the IRS collects it only once.

What does willfulness mean for the trust fund recovery penalty?

Not bad intent — just a voluntary, conscious choice to pay other creditors while knowing withheld taxes were unpaid. Paying rent, suppliers, or net wages after learning taxes are delinquent is willfulness in nearly every circuit. Reckless disregard of an obvious risk also qualifies. Financial hardship and hoping the business would recover are not defenses.

Should you attend a Form 4180 interview?

Not without preparation and usually not without representation. The Form 4180 interview is the revenue officer's evidence-gathering tool for establishing responsibility and willfulness, and answers about check-signing, creditor decisions, and when you learned of the delinquency become the record. You may have a representative present, and in some cases a written response strategy is preferable.

The trust fund recovery penalty: when payroll tax debt becomes personal

Section 6672 is the exception to everything owners believe about limited liability. When a company withholds income and FICA taxes from paychecks and fails to pay them over, the IRS can assess the trust fund portion — the withheld amounts, roughly the employees' share — personally against every "responsible person" who "willfully" failed to remit it. It is called a penalty, but it is really personal collection of the company's debt: dollar-for-dollar, not dischargeable in the ordinary course, and assessable against several people at once. Payroll debt is where the corporate veil simply does not apply.

Element one: the responsible person

Responsibility is functional. Courts ask who had the status, duty, and authority to see that the taxes were paid — indicated by check-signing authority, control over disbursement priorities, authority to hire and fire, ownership, board membership, and control of bank accounts. Titles are neither necessary nor sufficient: a passive investor with a title may escape; an office manager who decided which bills got paid may not. Responsibility is also non-exclusive — the IRS routinely asserts the penalty against the owner, the CFO, and a check-signing controller in the same case, and each is severally liable for the whole trust fund amount (collected once, with contribution rights among the assessed under Section 6672(d)).

The recurring hard cases:

Outside owners who signed signature cards but delegated operations. Authority held matters more than authority exercised; unexercised power is the government's favorite fact.
CFOs and controllers who knew of the delinquency but claim they followed the CEO's orders. Most circuits hold that following instructions to pay other creditors is not a defense if the person had authority to pay the IRS — though genuinely lacking power to direct payments can be.
Bookkeepers who mechanically cut checks others directed. Usually not responsible; ministerial duties without decision authority fall outside the statute.

Element two: willfulness

Willfulness under Section 6672 requires no fraud and no evil motive. It is satisfied by a voluntary, conscious, intentional decision to prefer other creditors over the government — or by reckless disregard of a known risk that taxes were not being paid. The moment a responsible person learns taxes are delinquent, every subsequent payment to any other creditor (including net payroll) is evidence of willfulness. "The business needed the cash to survive" is the most common explanation and the least effective; courts treat it as a description of willfulness, not a defense to it. What can work: proof the person lacked knowledge and was not reckless, proof funds were literally encumbered beyond the person's control before knowledge arose, or proof the person did everything within their actual authority to get the taxes paid.

The Form 4180 interview and the assessment path

A revenue officer builds a TFRP case through documents (bank signature cards, canceled checks, board minutes) and the Form 4180 interview — a structured questionnaire covering duties, authority, and, decisively, when you learned of the unpaid taxes and what was paid afterward. It is the government's deposition, conducted early, often before the target understands the stakes. You are entitled to representation, and preparation is not optional: casual answers ("I signed whatever needed signing") become the record for both elements.

From delinquency to personal assessment, the TFRP path has defined checkpoints, and each is a defense opportunity.

Stage	What happens	Defense opportunity
Company delinquency	Revenue officer assigned; trust fund portion computed	Get compliant; designate any voluntary payments to trust fund in writing
Investigation	Form 4180 interviews; bank records pulled	Prepare; attend represented; correct the record in writing
Letter 1153	Proposed assessment; 60 days to protest	Appeals protest — the main merits forum
Assessment	Penalty assessed; collection notices begin	Pay one quarter's tax for one employee, claim refund, litigate; or contest at CDP if no prior opportunity

Because the TFRP is an assessable penalty that never passes through deficiency procedures, there is no Tax Court petition right from the assessment itself. The merits forums are the Letter 1153 protest to Appeals, a partial-payment refund suit (the divisible-tax route described in Tax Court versus the refund forum), or — if no prior opportunity existed — a CDP hearing. Note also that Letter 1153 is statutorily exempt from the Section 6751(b) supervisory-approval argument's easiest form: approval is still required, but the IRS's process here is comparatively disciplined.