Under Revenue and Taxation Code § 6829, the CDTFA can collect a business’s unpaid sales tax from the people who ran it — personally. If you received a responsible-person notice, the agency is saying your company’s tax debt is now yours.
The short version of the law: when a corporation or LLC is terminated, dissolved, or simply cannot pay, the CDTFA may assess any person who (1) had control or supervision over the tax money or the duty to file and pay, and (2) willfully failed to pay it — “willfully” meaning the business paid other creditors while the sales tax it collected from customers went unpaid. Titles do not decide this. Check-signing authority, control of the bank account, and who actually decided which bills got paid decide it.
The two fights in every § 6829 case
Responsibility: were you actually the person with control over payment decisions during the periods at issue? Investors, spouses on paper, outside bookkeepers, and officers who joined after the liability accrued get swept into these assessments regularly — and the period-by-period analysis matters, because responsibility is measured quarter by quarter, not by whether your name was ever on the account.
Willfulness: did you know the tax was unpaid and choose to pay someone else instead? Knowledge and choice are fact questions — what the records show you knew, when you knew it, and what the cash position allowed. A person who discovered the shortfall after the fact, or who lost control of payments to another principal, is not what the statute is aimed at.
Successor liability is the cousin trap
If you bought a business and did not withhold enough of the purchase price to cover its sales tax, RTC § 6811 makes the buyer liable up to the purchase price — the reason a CDTFA tax clearance certificate belongs in every California business acquisition. If you are being pursued as a successor, the clearance-request timeline and the purchase documents usually decide the case.
What to do with the notice
The deadlines run like any other CDTFA determination: a petition window that, once missed, converts the proposed personal assessment into a final one. Do not explain your role to the CDTFA by phone before the analysis is done — the responsibility and willfulness elements are built from exactly those statements. We defend these matters regularly, including for owners whose companies went through audits they never controlled, and the federal parallel — the IRS Trust Fund Recovery Penalty under § 6672 — often runs alongside for payroll taxes.
How engagements work
Many matters like this one run as a monthly flat-fee engagement: one number, agreed up front, that covers the work — agency contact, deadlines, document responses, strategy — until the matter resolves. Shorter, well-defined projects are often a one-time flat fee instead, and some matters genuinely fit hourly billing better. We will tell you which you are looking at on the first call, before you commit to anything. If you want the details first, see how we price our work.
Named personally for the company’s sales tax?
Tell us what the notice says. We respond within one business day.
Related: California sales tax practice · CDTFA collections defense · the audit process.
By Sam Brotman, JD, LLM, MBA — managing attorney, Brotman Law. CA Bar No. 274966. Last updated August 29, 2026.
