CUIC § 1735 lets the EDD assess a corporation’s or LLC’s unpaid payroll taxes against the officers and owners who ran it — personally, with penalties and interest. It is California’s payroll-tax cousin to the IRS Trust Fund Recovery Penalty, and it arrives when the business is already in trouble.
The elements track the federal ones: the EDD must show you were a responsible person — an officer, major stockholder, or anyone with charge of the entity’s affairs — who willfully failed to pay when the entity could not. And like the federal version, the defense lives in the facts: who actually controlled the bank account, quarter by quarter; what you knew and when; whether other creditors were paid while withholdings went unremitted. Titles and signature cards start the analysis; they do not end it.
How § 1735 cases differ from the federal TFRP
Three ways that matter. The § 1735 assessment can reach all the entity’s unpaid contributions and withholdings, not just the trust-fund portion — often making the state exposure proportionally worse. The procedure runs through the EDD’s assessment machinery, which means a 30-day CUIAB petition window of its own — the deadline most people miss because the notice arrives amid the entity’s collapse. And the same facts frequently generate a parallel § 6672 federal assessment, so the defense should be built once, consistently, for both — statements made in one proceeding follow you into the other.
If the notice names you
File the petition inside 30 days, before anything else. Then build the record: bank signature authority, who issued payment instructions, board minutes, the timeline of when you learned of the shortfall. Do not narrate your role to an EDD collector by phone first — responsibility and willfulness are assembled from exactly those calls. And if the underlying entity assessment is still contestable, contest it: every dollar knocked off the classification or wage findings is a dollar that never reaches you personally.
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 under CUIC 1735?
Tell us what the notice says. We respond within one business day.
Related: California payroll tax attorney · EDD audit defense · the CDTFA’s parallel statute.
By Sam Brotman, JD, LLM, MBA — managing attorney, Brotman Law. CA Bar No. 274966. Last updated August 29, 2026.
