As we have written before: if a corporation closes owing 941 payroll taxes and three years pass by, the IRS forfeits its opportunity to assess the tax liability against the owners. Back in 2007, we guided a cleaning company to dissolve their corporation. That company had about $100,000 in payroll tax liabilities. Six years later, just last week, the IRS called to collect the debt from them. We indicated to the IRS agent that "you missed your opportunity to assess." The agent reviewed the file and came to the same conclusion.
The case was easily resolved by us disclosing to the IRS that the business had no assets when it closed. And that was it! Don't forget: when you have a corporation, partnership or LLC (with multiple members), the three year rule always applies. The IRS has to assess the owners personally within three years of the debts. Otherwise, the liability dies with the entity!