Volume 28, Issue 1 (2024)
CLR 2024, 28(1): 30-57 |
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Ghareh khani M, Azizi E, Saheb T. Tax liability of corporate managers for Fraudulent Phoenix activity
(Comparative Studying the Australian & Iranian Law). CLR 2024; 28 (1) :30-57
URL: http://clr.modares.ac.ir/article-20-72890-en.html
URL: http://clr.modares.ac.ir/article-20-72890-en.html
1- Ph.D. Student in Private Law, Faculty of Law, Tarbiat Modares University, Tehran, Iran
2- Assistant Professor in Private Law, Faculty of Law, Tarbiat Modares University, Tehran, Iran ,eazizi@modares.ac.ir
3- Assistant Professor in Intellectual Property Law, Faculty of Law, Tarbiat Modares University, Tehran, Iran
2- Assistant Professor in Private Law, Faculty of Law, Tarbiat Modares University, Tehran, Iran ,
3- Assistant Professor in Intellectual Property Law, Faculty of Law, Tarbiat Modares University, Tehran, Iran
Abstract: (539 Views)
Fraudulent phoenix occurs when the managers of a company, with the aim of avoiding some or all of its legal obligations, declare the company bankrupt and continue their business by creating a new company. One of the most important debts that remain unpaid during this operation is the company's tax debt. In section 198 of Iranian Direct Taxes Law, the legislator has held managers jointly and severally liable for paying the company's taxes. The subject of this research is to discuss the similarities and differences between the legal systems of Iran and Australia in relation to the liability of managers for tax debts arising from fraudulent phoenix activities. The result of the research shows that in Iran, unlike Australia, it is not possible to release managers from the responsibility of paying taxes of a bankrupt company under any excuse or defense. Also, while in Iran managers are responsible for paying all sources of taxes, in Australia directors are only responsible for paying taxes in which the company is the tax collector and not the actual payer. Nevertheless, there are similarities between the two systems in terms of responsibility of managers and stipulation of other restrictions for directors. Given the inflexibility of the regulations in Iran, it is suggested that the legislator changes the basis of manager’s liability to presumed fault liability and provide the opportunity of defense for managers who have taken all reasonable measures to fulfill their tax obligations but have not succeeded. It is also necessary to establish regulations regarding disqualification of directors who have been involved in the bankruptcy of numerous companies.
Keywords: Tax Debt, Fraudulent Phoenix Activity, Directors’ Liability, section 198 of the direct taxes law, Corporate Bankruptcy.
Article Type: Original Research |
Subject:
Comparative Law
Received: 2023/12/11 | Accepted: 2024/02/18 | Published: 2024/05/30
Received: 2023/12/11 | Accepted: 2024/02/18 | Published: 2024/05/30
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