(1) For the purpose of facilitating the
settlement and distribution of estates, trusts, receiverships, or other fiduciary
relationships, corporations, limited liability companies, and partnerships in the
process of dissolution or which have been dissolved, the executive director of the
department of revenue may agree with the fiduciary or surviving directors or limited
liability company members or partnership members upon the amount of taxes due
from the decedent, or from the decedent's estate, the trust, receivership, or other
fiduciary relationship or corporation or limited liability company or partnership, for
any of his or its taxable periods, under the provisions of the taxes covered by this
article; and, except upon a showing of fraud, malfeasance, or misrepresentation of
a material fact, payment in accordance with such agreement shall be full
satisfaction of the taxes for the taxable periods to which the agreement relates. In
addition, the executive director or any person authorized in writing by him may
agree to enter into an agreement with any person, or the person or estate for whom
he acts, relating to the liability of such person in respect of any tax within the
provisions of this article for any prior taxable period. Any such agreement shall be
final and conclusive; and, except upon a showing of fraud, malfeasance, or
misrepresentation of a material fact, the case shall not be reopened as to matters
agreed upon or the agreement modified by any officer, employee, or agent of this
state; and, in any suit, action, or proceeding, such agreement, or any determination,
assessment, collection, payment, abatement, refund, or credit made in accordance
therewith, shall not be annulled, modified, set aside, or disregarded.
(2) Except as provided in subsection (4) of this section, any personal
representative of a decedent or of the estate of a decedent, or any trustee, receiver,
or other person acting in a fiduciary capacity, or any director or officer of a
corporation or any member of a partnership or limited liability company in the
process of dissolution or which has been dissolved who distributes the estate or
fund in his control without having first paid any taxes covered by this article due
from such decedent, decedent's estate, trust estate, fund, corporation, partnership,
or limited liability company shall be personally liable to the extent of the property
so distributed for any unpaid taxes of the decedent, decedent's estate, trust estate,
receivership, corporation, partnership, or limited liability company covered by this
article which may be assessed within the time limited by section 39-21-107.
(3) The distributee of a decedent's estate or of a trust estate or fund, the
stockholder of any dissolved corporation, or the member of any dissolved
partnership or limited liability company who receives any of the property of such
decedent's estate, trust estate, fund, corporation, partnership, or limited liability
company shall be liable, to the extent of the property so received, for any unpaid
income tax of the decedent, decedent's estate, trust estate, fund, corporation,
partnership, or limited liability company covered by this article which may be
assessed within the time limited by section 39-21-107. Notice to such distributee,
stockholder, partnership member, or limited liability company member shall be
given in the same manner and within the time limit which would have been
applicable had there been no distribution.
(4) (a) In case a tax covered by this article is due from a decedent, or from his
estate, or from a corporation, limited liability company, or partnership, in order for
personal liability under subsection (2) of this section to remain in effect,
determination of the tax due shall be made and notice and demand therefor shall
issue within eighteen months after written request for such determination, filed
after the filing of the decedent's final return or filed after the filing of the return of
the decedent's estate with respect to which such request is applicable, by any
personal representative of such decedent or by the corporation, limited liability
company, or partnership, filed after the filing of its return; but a request under this
provision shall not extend the period of limitation otherwise applicable.
(b) This subsection (4) shall not apply in the case of a corporation, limited
liability company, or partnership unless:
(I) Such request notifies the executive director of the department of revenue
that the corporation, limited liability company, or partnership contemplates
dissolution at or before the expiration of such eighteen-month period;
(II) The dissolution is begun in good faith before the expiration of such
eighteen-month period; and
(III) The dissolution is completed.
(c) Upon the expiration of said eighteen-month period, without determination
being made and notice and demand being issued, the personal representative of the
decedent, the directors and officers of the corporation, or the members of the
limited liability company or partnership no longer will be liable under the provisions
of subsection (2) of this section.