If a corporate officer is personally assessed for a company's unpaid sales tax and withholding, what happens to the appeal when it's filed after the 90-day deadline because they had moved?

Plain-English summary

A corporation didn't pay over its sales and use tax and its income tax withholding for various periods from January 2019 through July 2022. These are "trust" taxes — money the business collects from customers or holds back from employees and is supposed to remit to the state. When the corporation didn't pay, the Department issued "converted assessments" to the responsible officers: a personal penalty, in the amount of the unremitted tax, that makes an officer individually liable (Va. Code § 58.1-1813).

One officer appealed, arguing he wasn't in a position to prevent the late payments. But the Tax Commissioner never reached that argument, because the appeal was filed too late:

• Virginia gives you 90 days from the date of an assessment to appeal to the Tax Commissioner, and the Department strictly enforces that deadline (§ 58.1-1821; 23 VAC 10-20-165 B 1).
• The assessment was dated February 16, 2024, so a timely appeal had to be mailed or received by May 16, 2024. The officer's application was dated May 21, 2024 — five days late.
• The officer said he never got the notice because he had moved. That didn't help him. An assessment is legally "made" when the Department mails written notice to the taxpayer's last known address (§ 58.1-1820). The Department mailed to the address it had on file in February 2024; the officer didn't update his address until July 29, 2024. Having mailed to the last known address, the Department met its obligation, and the 90-day clock ran regardless of whether he actually received it.

Because the appeal was untimely, the Commissioner would not consider it, and the officer-level converted assessments remain due and payable.

What this means for you

Corporate officers, owners, and bookkeepers

Unpaid sales tax and payroll withholding are not just the company's problem. Virginia can "convert" those unpaid trust taxes into a personal assessment against a responsible officer for the full amount. If you get one, treat the 90-day appeal window as a hard deadline — an argument that "I couldn't control it" is worthless if you file even a few days late.

Anyone who has moved or is winding down a business

Keep your address current with the Department. Assessments are deemed delivered when mailed to your last known address, so a stale address doesn't pause or reset the deadline — you can lose your appeal rights to a notice you never physically saw. Update your address before trouble arrives, not after.

Tax professionals

Calendar the 90-day deadline from the assessment date, not the date the client happened to receive the notice. Under § 58.1-1820 the mailing to the last known address controls, and 23 VAC 10-20-165 B 1 is enforced strictly. A late-but-sympathetic appeal (like this one) never gets a merits review of responsible-officer liability.

Common questions

Q: Can I be held personally responsible for my company's unpaid sales tax and withholding?
A: Yes. Virginia can issue a "converted assessment" under § 58.1-1813 that makes a responsible corporate officer personally liable for the unremitted trust taxes, in the amount of the tax.

Q: How long do I have to appeal a Virginia assessment?
A: 90 days from the date of the assessment. The Department strictly enforces this — a complete appeal must be filed within 90 calendar days (§ 58.1-1821; 23 VAC 10-20-165 B 1).

Q: The notice went to my old address and I never saw it. Doesn't that extend my deadline?
A: No. An assessment is deemed made when mailed to your last known address (§ 58.1-1820). If the Department mailed to the address on file, the deadline runs whether or not you received it. Keep your address updated.

Q: What happened to this officer's argument that he couldn't prevent the late payments?
A: The Commissioner never reached it. Because the appeal was filed five days late, it was not considered, and the assessments stayed in place.

Citations and references

Statutes and regulations:

• Va. Code § 58.1-1821 — a person assessed with a Department-administered tax has 90 days from the assessment to apply to the Tax Commissioner for relief
• 23 VAC 10-20-165 B 1 — the Department strictly enforces the 90-day limitations period; a complete appeal must be filed within 90 calendar days after the assessment date
• Va. Code § 58.1-1820 — an assessment is deemed made when written notice is mailed to the taxpayer's last known address
• Va. Code § 58.1-1813 — converted assessment: a personal penalty on a responsible corporate officer, in the amount of the unremitted tax

Source

• Landing page: Virginia Laws, Rules & Decisions
• Ruling: P.D. 26-23

Original ruling text

May 11, 2026

Re: § 58.1-1821 Application: Retail Sales and Use

Dear *:

This is in response to your letter submitted on behalf of * (the “Taxpayer”) in which you seek relief from the retail sales and use tax and income tax withholding assessed against the Taxpayer as an officer of *** (the “Corporation”).

FACTS

The Corporation was assessed tax, penalty, and interest for unpaid sales and use and withholding taxes for various periods from January 2019 through July 2022. When the Corporation failed to satisfy the assessments, the Department issued penalties in the amount of the unremitted tax, commonly referred to as converted assessments, to the responsible officers. The Taxpayer filed an application for correction contending that he was not in a position to prevent untimely payment of taxes and filing returns.

The Taxpayer also recognized that his application was filed after the deadline for seeking a correction of an assessment. He alleges that he did not receive the assessment timely because he was no longer living at the address to which it was mailed.

ANALYSIS

Virginia Code § 58.1-1821 states that “[a]ny person assessed with any tax administered by the Department of Taxation may, within ninety days from the date of such assessment, apply for relief to the Tax Commissioner.” Title 23 of the Virginia Administrative Code (VAC) 10-20-165 B 1 provides that “[t]he Department strictly enforces the 90-day limitations period for filing a timely administrative appeal. A taxpayer must file a complete appeal within 90 calendar days after the date of assessment.”

The date of the Taxpayer’s assessments was February 16, 2024. The Taxpayer’s application for correction is dated May 21, 2024. In order for the application to have been timely filed, it would have had to have been mailed to or received by the Department on or before May 16, 2024.

Virginia Code § 58.1-1820 provides that assessments made by the Department are deemed to be made when a written notice of assessment is mailed to a taxpayer at their last known address. According to Department records, the notice was mailed in February 2024 to the Taxpayer’s most current address on file. The address was subsequently updated on July 29, 2024. While it is unfortunate that the Taxpayer failed to receive the assessments, the Department fulfilled its statutory obligation by mailing the notice to the Taxpayer’s last known address.

Accordingly, the Taxpayer failed to file his application for correction with in the time permitted by law and it, therefore, will not be considered by the Department. As such, the converted assessments against the Taxpayer in accordance with Virginia Code § 58.1-1813 remain due and payable.

The Code of Virginia sections cited are available online at law.lis.virginia.gov. If you have any questions regarding this determination, you may contact * in the Office of Tax Policy and Legal Affairs, Tax Adjudication and Resolution Division, at or **.

Sincerely,

Kristin L. Collins
Tax Commissioner
Commonwealth of Virginia

AR 5185.F

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