IRC section 6699 controls the S corp filing pemalties
(a)General ruleIn addition to the penalty imposed by section 7203 (relating to willful failure to file return, supply information, or pay tax), if any S corporation required to file a return under section 6037 for any taxable year—
(1)fails to file such return at the time prescribed therefor (determined with regard to any extension of time for filing), or
(2)files a return which fails to show the information required under section 6037,
such S corporation shall be liable for a penalty determined under subsection (b) for each month (or fraction thereof) during which such failure continues (but not to exceed 12 months), unless it is shown that such failure is due to reasonable cause.
(b)Amount per monthFor purposes of subsection (a), the amount determined under this subsection for any month is the product of—
(1)$195, multiplied by
(2)the number of persons who were shareholders in the S corporation during any part of the taxable year.
(c)Assessment of penalty
The penalty imposed by subsection (a) shall be assessed against the S corporation.
however. iRC 6901 deals with the situation where assets are transferred, thus leaving a business unable to pay taxes
a)Method of collectionThe amounts of the following liabilities shall, except as hereinafter in this section provided, be assessed, paid, and collected in the same manner and subject to the same provisions and limitations as in the case of the taxes with respect to which the liabilities were incurred:
(1)Income, estate, and gift taxes
(A)TransfereesThe liability, at law or in equity, of a transferee of property—
(i)of a taxpayer in the case of a tax imposed by subtitle A (relating to income taxes),
(ii)of a decedent in the case of a tax imposed by chapter 11 (relating to estate taxes), or
(iii)of a donor in the case of a tax imposed by chapter 12 (relating to gift taxes),
in respect of the tax imposed by subtitle A or B.
(B)Fiduciaries
The liability of a fiduciary under section 3713(b) of title 31, United States Code, in respect of the payment of any tax described in subparagraph (A) from the estate of the taxpayer, the decedent, or the donor, as the case may be.
(2)Other taxes
The liability, at law or in equity of a transferee of property of any person liable in respect of any tax imposed by this title (other than a tax imposed by subtitle A or B), but only if such liability arises on the liquidation of a partnership or corporation, or on a reorganization within the meaning of section 368(a).
IRC 6671 includes penalties as taxes
(a)Penalty assessed as tax
The penalties and liabilities provided by this subchapter shall be paid upon notice and demand by the Secretary, and shall be assessed and collected in the same manner as taxes. Except as otherwise provided, any reference in this title to “tax” imposed by this title shall be deemed also to refer to the penalties and liabilities provided by this subchapter.
what this all means
the owners may be held liable if they take the assets of the corporation but leave the penalty unpaid when the liquidation is done. They can't both keep the corporate assets and not pay the penalty.
the question is not wther the Corp has any assets anymore but wether the shareholder took assets in liquidation
