(dissenting). The question presented is whether a four-year statute of limitation, which all agree applies to an assessment of use tax against a corporation, also applies to an assessment against an officer of the corporation who is subject, as a "responsible officer,” to personal liability for the corporation’s failure to pay use tax.
I would hold that the statute of limitation applies to an assessment against a responsible officer and would reverse the decision of the Court of Appeals.
i
Livingstone was the sole owner, treasurer, and chairman of the board of directors of the St. Clair Rubber Company, a corporation subject to the Use Tax Act.1 The department issued a notice of intent to assess St. Clair on December 10, 1981, for use taxes for the four years, July 1, 1978, through June 30, 1981. St. Clair filed a timely appeal. The revenue commissioner found that there was a deficiency for the period in question. St. Clair did not appeal this decision. On September 29, 1982, the department issued a final assessment against St. Clair.
St. Clair did not pay the taxes and interest. The department, on July 27, 1984, issued assessments against Livingstone and Gordon Wood, as responsi*802ble officers, pursuant to § 6(3) of the Use Tax Act.2 Livingstone and Wood appealed the assessments to the Tax Tribunal. The Tax Tribunal, concluding that Wood was not, and that Livingstone was, a responsible officer, reversed the assessment against Wood, and affirmed the assessment against Livingstone. Livingstone appealed in the Court of Appeals, arguing that the assessment against him was, as to three of the years involved, barred by the four-year statute of limitation.3 The Court of Appeals affirmed the Tax Tribunal’s decision.4
I would hold:
—the statute of limitation applies not only to an assessment against a corporation, but also to an assessment against a responsible officer,
—the statute begins to run, for an assessment against a responsible officer as well as for an assessment against a corporation, respecting unpaid use tax liability accruing in a particular month, on the fifteenth day of the following month when the corporation fails to file the required return or pay the tax, and
—the running of the statute is not tolled as to an assessment against a responsible officer until the Department of Treasury either notifies him of the intent to assess him or assesses him.5
Because notice of assessment against Livingstone was not sent until July 27, 1984, the four-year statute of limitation had theretofore run for three of the four years involved, i.e., it had run for the three-year period that ended June 30, 1980.
*803II
Use tax returns are required to be filed and the tax paid by the corporation, under § 6(1) of the Use Tax Act, on the fifteenth day of each month6 with respect to the tax payable for the previous month.
The Use Tax Act provides, in §6(3), that an officer having control or supervision of, or responsibility for, making the corporation’s use tax returns and payments, shall be personally liable for the failure of the corporation to file the required return or pay the tax.7 Section 6(3) further directs that the sum due for the liability may be ”assessed *804and collected as provided in § 17.”8 (Emphasis added.)
Section 10(3) of the Use Tax Act provided that "[a] deficiency, interest, or penalty shall not be assessed after the expiration of 4 years from the date set for the filing of the required return . . . .”9 (Emphasis added.) Section 10(3) did not diiferentiate between an assessment against a corporation and an assessment under § 6(3) against a responsible officer. Reading § 6(3) and § 10(3) together, it is clear that corporate officers and corporations alike may not be assessed after the expiration of four years from the date on which the corporation failed timely to pay the tax and ñle the required return.
hi
The Department of Treasury appears to acknowledge that the four-year statute of limitation begins to run, as to assessments for a particular month against a corporation, on the fifteenth day of the following month._
*805The department, in an extraordinary abdication of expressly granted power,10 asserts that it may not assess a responsible officer until it first assesses the corporation and such an assessment becomes final when the corporation fails to exercise or has exhausted its rights of administrative and judicial appeal.11 The department contends that the responsible officer cannot, therefore, be assessed, and notice of assessment cannot be sent to the responsible officer, until after an assessment against the corporation becomes so final.
The Court of Appeals agreed with the department’s analysis of the statute. It said that, since corporate officer liability does not arise until "after” the corporation fails to pay the tax due, the corporation is "primarily liable, the corporate officer’s liability is secondary” and "derivative.”12
The Court of Appeals said that "the failure,” referred to in the statute,13 for which a responsible corporate officer is liable is the failure of the corporation — years after the tax became due on the fifteenth of the month following the month for which it was payable — to pay an assessment by the department against the corporation14 that ulti*806mately becomes final after exercise or failure to exercise appellate rights.15
The concurring opinion agrees with the result reached by the lead opinion for the reasons expressed in the opinion of the Court of Appeals.
IV
Section 6(3) of the Use Tax Act provides that a responsible corporate officer "shall be personally liable for the failure”16 (Emphasis added.) The "failure” for which the responsible officer is personally liable is not, however, a failure of the corporation to pay an assessment. The "failure,” as explicitly stated in the statute, is the failure of *807the corporation "to file the required returns or to pay the tax due . . . .”17 The return is required to be filed and the tax paid18 on the fifteenth day following the month in which the tax liability arises.
When a corporation fails on the fifteenth day of the month following either to file the required return or to pay the tax, the responsible officer then becomes, on that fifteenth day, "personally liable for the failure” of the corporation, and the four-year statute of limitation begins to run as to an assessment against the corporation and also as to an assessment against a responsible officer.
This reading, a simple, uncomplicated, literal reading of the statute, is not impugned by the characterizations of corporate officer liability pressed by the Court of Appeals and adopted by the majority. One can agree that an officer’s liability arises "after” the corporation fails to pay the tax, that a corporation is "primarily liable,” that a responsible officer’s liability is "secondary” and "derivative,” without agreeing with the conclusion that corporate officer liability arises only after the corporation has failed to pay an assessment rather than when the corporation failed timely to file the return and pay the tax without assessment by the department.
The statute does not require assessment of the corporation as a precondition to liability of the corporation or of the responsible officer. Nor does the statute require that the department assess the corporation or seek to collect from the corporation before proceeding against the officer. The liability of the officer arises, without regard to assessment of the corporation, when the corporation fails timely to file the return or pay the tax due._
*808The department, as a matter of convenience or courtesy, may seek first to collect from the corporation, the primary obligor, but it is not obliged to do so. It may proceed against the principal (the corporation) or the surety (the responsible officer) or both at the same time. This Court should not be swayed by the department’s lament that it is administratively inconvenient to administer the law as it is written.19
The law of suretyship provides an apt analogy. As a corporate officer who became liable for the corporation’s failure to pay taxes, Livingstone was in essence, as the Attorney General argued in this Court, a surety for St. Clair. The liability of a surety, as a general rule accrues at the same time as that of the principal.20
Because a surety’s liability accrues at the same time as the principal’s it is not necessary that a creditor proceed against the principal before proceeding against the surety:
The remedies are not inconsistent, but are merely cumulative; both may be pursued at the same time until the plaintiff’s damages are satisfied. Stated differently, a creditor’s right to proceed against the surety exists independently of his right to proceed against the principal.[21] [Emphasis added.]_
*809The same treatise also states:
Ordinarily, an obligee’s cause of action against the surety accrues at the same time as does the cause of action against the principal obligor, and it is not necessary for the principal’s obligation to be settled or determined before the obligee can proceed against the surety.[22] [Emphasis added.]
The department need not have assessed St. Clair before assessing Livingstone.
v
The Court of Appeals endorses the department’s view that the finality of the amount of the assessment against St. Clair would bar collateral attack by Livingstone on the amount of the assessment. (Livingstone does not challenge the amount of the assessment.)
Surely a responsible corporate officer could raise a defense of payment. The analysis of the Court of Appeals opens the door to ipse dixit decisions concerning which defenses may be raised and which may not.
The law of suretyship again serves as a guide. This Court recently reiterated the rule that a surety may raise defenses available to the principal:
"The surety is in such cases permitted to defend, however, by showing all matters that might have been asserted by the principal in the bond. Clearly, the surety is permitted to defend on any ground personal to himself which was not an issue, and could not be made an issue, in the action as it was waged.” [P R Post Corp v Mary*810land Casualty Co, 403 Mich 543, 548; 271 NW2d 521 (1978). Emphasis added.][23]
While a judgment against a principal may be prima facie evidence in an action against a surety, it is not conclusive. A surety is free to raise defenses available to the principal. Similarly, Livingstone, as surety for St. Clair, is not bound by a judicial or quasi-judicial determination against St. Clair to which he was not a party.
VI
Federal cases interpreting a statute of limitation in the Internal Revenue Code support a reading of use tax § 10(3), the statute of limitation, that includes responsible officers within its coverage. The Internal Revenue Code provides in §6672 a procedure for assessing "responsible persons” who fail to pay over employer withholding taxes24 and a statute of limitation on assessments.
Federal cases indicate that the statute of limitation set forth in the federal act applies to actions against officers. Williams v United States,25 is illustrative. In August, 1976, Williams, an officer of a *811company that failed to pay withholding tax during 1972 and the first quarter of 1973, was assessed the full amount of the unpaid taxes under § 6672. Williams moved for summary judgment on the basis that the statute of limitation26 precluded assessment. The court said:
Since the statute of limitations began running on April 15, 1973, plaintiff argues that the penalty assessment [pursuant to § 6672] on August 4, 1976, came outside the limitation period.
The Government agrees with the plaintiff’s legal analysis, but offers as evidence a waiver form apparently signed by Williams that extended the limitation period by one year. . . . The Government’s response to the motion establishes the existence of the genuine issue of material fact that prevents summary judgment. [Emphasis added.]
In Holcomb v United States, 622 F2d 937, 939 (CA 7, 1980), as in Williams, the Internal Revenue Service maintained that the statute of limitation had not run with respect to a §6672 action27 against the responsible corporate officers because the officers had signed a waiver extending the limitation period. The United States Court of Appeals said that the jury had accepted the officers’ claim that they were intentionally misled into signing the waivers. The government was not per*812mitted to recover from the officers with respect to the last two quarters of 1968, "those claims having been barred by the statute of limitations.”
In Calderone v United States, 799 F2d 254 (CA 6, 1986),28 the court29 said that the personal liability of the responsible person under § 6672 is "separate and distinct from that imposed upon the employer” and that the "Service need not have attempted to collect from the employer before assessing a responsible person ” under § 6672 (emphasis added). .
The court in Calderone explained that the irs policy statement30 "contemplates that in some *813cases the irs will seek payment from others at the same time it is seeking collection from the corporation.” (Emphasis added.) Id., p 258. Calderone controverts the department’s contention, endorsed by the Court of Appeals and, by adoption, the majority, that the statute of limitation cannot apply to corporate officers because the department is barred from proceeding against a responsible officer until the corporation exhausts its appellate rights and then fails to pay an assessment that has so become final.
VII
It is most unusual for there not to be a statute of limitation on assessment. Absent a statute of limitation, responsible officers are exposed to assessment indefinitely.
The Court of Appeals said that the result it reached would not expose Livingstone or other corporate officers to stale claims or deny them due process of law because notice of the assessment and tax liability may be expected to reach corporate officers. The Court reasoned that since a responsible corporate officer will be privy to such information, corporate officers are not entitled to separate notice of assessment.
The Court of Appeals confuses knowledge of indebtedness with the kind of notice required by statute to toll the running of a statute of limitation.31_
*814Although a responsible corporate officer, such as Livingstone, may have actual knowledge of the assessment of the corporation and his potential liability, that does not toll the running of a statute of limitation. Knowledge of a potential claim or action does not toll a statute of limitation. Higginbotham v Fearer Leasing, Inc, 32 Mich App 664, 676; 189 NW2d 125 (1971).32 It is the commencement of proceedings and not knowledge of potential liability that tolls the statute.33 Arguments of *815lack of prejudice have no place in the exacting domain of limitations of actions. It is the inception of the judicial process contemplated by the statute rather than the happenstance of actual knowledge that suspends the running of a statute of limitation.
Although notice to St. Clair may have been constitutionally adequate, it was statutorily inadequate. While the department issued notice of intent to assess the corporation, it did not issue a notice of intent to assess Livingstone.34 Livingstone did not receive notice until the department issued the assessment on July 27, 1984.
Under the statutory scheme, Livingstone was subject to assessment. As such, he was entitled, no less so than the corporation, to the statutorily prescribed procedural protections of the assessment process, including notice of intent to assess. Notice of intent to assess the corporation was not notice to Livingstone for the purpose of the statutorily required notices nor for the purpose of tolling the. statute of limitation.
I would reverse the Court of Appeals.
Brickley and Griffin, JJ., concurred with Levin, J. Levin, J.(separate opinion). The lead opinion, in *816affirming the decision of the Court of Appeals, advances many of the same arguments pressed by the Court of Appeals. The opinion, however, also makes arguments not urged by that Court. In this separate opinion, I address those arguments.
i
The lead opinion goes further than the Court of Appeals and expressly declares that the four-year statute of limitation "has no application to derivatively liable corporate officers,” and that the Department of Treasury "is not required to send individual notice of personal liability to derivatively liable officers.”1 (Emphasis added.)
A
The opinion recites the generalization that "statutes of limitation sought to be applied to bar rights of the government must receive a strict construction in favor of the government.”2 A statute, however, should not be construed so as to confound the common-sense meaning of words3 or to defeat the cohesion and internal logic of the statutory scheme. Rules of strict or liberal *817interpretation have no application where the statute is clear.4
B
Section 6(3), stating that responsible officers may be personally liable, provides that the sum due for such liability may be assessed and collected as provided in § 17. In the appendix, I explain that the reference to § 17 is a misnomer. The Legislature manifestly intended to refer to § 10 of the Use Tax Act which contained provisions concerning assessment and collection, and which set forth the four-year statute of limitation.5
The author of the opinion dismisses the efforts in this opinion to discern the legislative intent respecting the reference to § 17, explaining that only the Legislature may resolve such matters.6 The Legislature has done precisely what the opinion suggests. In enacting §27a of the general revenue provisions,7 the Legislature made explicit its intent that the statute of limitation applies to *818the assessment of officers as well as to an assessment of the corporation.
In 1986, two years before the repeal of the statute of limitation set forth in § 10(3), the Legislature enacted § 27a as part of the general revenue provisions. This section contains both a statute of limitation identical in relevant wording and substance to that contained in Use Tax Act § 10(3)8 and a provision making responsible officers liable for failure to file the return or pay the tax due, also identical in relevant wording and substance to that contained in Use Tax Act §6(3).9 Thus the *819statute of limitation and the provision making officers liable are now both contained in one section of the general revenue provisions.10
Section 27a(5), the section of the general revenue provisions mirroring Use Tax Act § 6(3), in providing that responsible officers shall be personally liable, states that "[t]he sum due for a liability may be assessed and collected under the related sections of this act.” (Emphasis added.) By deleting the erroneous reference in §6(3) of the Use Tax Act to § 17 and replacing it with the emphasized language, the Legislature made clear that the sum due for officer liability is to be assessed and collected under related sections of the act, including the limitation period.
c
The lead opinion, however, remains steadfast in its position that the limitation period has no application to officers because officer liability is "derivative.”11 The term "derivative” is not found in the statute.
The opinion nevertheless argues that the dissent *820does not accord the label "derivative liability” sufficient weight:
The dissent wishes to render the term "derivative liability” a nullity when it asserts that a corporate officer’s liability may be labeled "derivative” but that the officer is to be "assessed” a "separate and distinct” indebtedness. To the contrary, we believe application of the term "derivative liability” to corporate officers under MCL 205.96(3); MSA 7.555(6)(3), directs that every facet of an officer’s resultant financial responsibility, including being "assessed,” derives not from the officer’s acts, but from the corporation’s taxable business functioning.[12] [Emphasis in original.]
Because responsible officers are merely "derivatively liable,” they cannot, according to the opinion, "occupy the same taxpayer status”13 as the primary taxpayer and are not entitled to statutory protections, including the statute of limitation.
D
The unstated premise, with which I disagree, is that a person whose liability is derivative is not a "taxpayer” and is not "assessed” and, therefore, is not entitled to statutorily prescribed process.
The lead opinion finds "significant” that sentences surrounding the sentence containing the limitation period refer to "'the taxpayer’ ” and " 'the person subject to tax under the act.’ ”14 Reading these terms into the statute of limitation, the opinion reasons that since the statute applies only to taxpayers, and Livingstone, it assumes, is not a taxpayer, the statute cannot apply to Livingstone._
*821The opinion’s syllogism rests on the false premise that Livingstone is not a "taxpayer” within the meaning of the procedures prescribed for assessment and collection of unpaid tax. Livingstone sought review before the Tax Tribunal and litigated against the department the validity of the assessment against him under the Use Tax Act pursuant to a procedure applicable to a "taxpayer.”15 It is pursuant to general revenue provisions applicable to taxpayers that Livingstone now stands before this Court.16
The statutorily prescribed procedure for assessment and collection is based on the premise that a responsible officer is at least deemed to be a "taxpayer” for the purpose of that procedure. Section 21(2) etseq., which replaces § 17,17 provides for notice to the taxpayer of intent to assess or levy, provides the taxpayer a right to request a conference, and provides that a taxpayer has a right to appeal.18 *822Section 2219 provides that an appeal to the Court of Appeals may be taken by the taxpayer, and further appeal may be taken by the taxpayer to the Supreme Court. Section 2320 pro*823vides for notification of a taxpayer of the tax liability and interest on the sum due and penalties for negligence and fraud. Section 2521 provides for demand on the taxpayer, and levy and sale on the taxpayer’s property.
To declare that a responsible officer is not a "taxpayer” is to hold in effect that an assessment *824against a responsible officer is not to be made pursuant to the foregoing procedures,22 that a responsible officer has no right to stand before this Court on appeal from the assessment against him,23 and that the department could not, under the revenue division act, demand, levy, and sell his property for nonpayment.
E
The lead opinion further reasons that since Livingstone is not a taxpayer, the proceeding against him cannot be considered an assessment.24 *825Section 6(3) imposing liability on responsible corporate officers is, according to the lead opinion, a mere collection mechanism — not requiring assessment — drafted to establish a means of monetary recourse against derivatively liable persons, and provides a means of collecting tax deficiencies "assessed” against corporate "tax actors.” Thus the action against Livingstone, according to the opinion, was an "ancillary, ministerial step in the collection process” rather than an "assessment.”25
Having thus exorcised "assessment,” the opinion concludes that the four-year statute of limitation, applicable to an assessment, does not apply to an assessment against a responsible officer.
The opinion rejects the view that the department’s use of the word "assessment” in its appellate brief and elsewhere to describe the notice of personal tax liability should be dispositive in this instance.26 The term "assess,” however, appears not only in the department’s brief and in the notice sent to Livingstone, but also in the statu*826tory provision making corporate officers personally liable.
The department repeatedly termed the action against Livingstone an "assessment.” The department sent Livingstone a notice styled, "Notice of Final Assessment >” on which the Treasury had typed, "This Assessment is issued under Act 94, Sec 6(c) Public Acts of 1937 as amended, making officers liable for the tax.” (Emphasis added.) The total column was titled, "Total this Assessment ,” and a note in the corner indicated that the document was an "Original Assessment Copy.” (Emphasis added.) The notice also contained the following notations: "In reply refer to assessment number B783970A;” "Assessment issued July 27, 1984;” "As a general rule, the Department files liens on all taxes at the time payment on an assessment is due;” "This assessment is made pursuant to information available to the Department.” (Emphasis added.)
The lead opinion attempts to avoid this pronounced evidence that the department regarded the proceeding against Livingstone to be an assessment by arguing that while a corporate officer, such as Livingstone, may be a "person aggrieved by an assessment,” he is not "assessed.”
The opinion ignores the use of the word "assess” in § 6(3). Section 6(3) — the basis of the responsible officer’s liability — concludes, "The sum due for such a liability may be assessed and collected as provided in section 17.” (Emphasis added.) The Legislature chose the word "assess” to describe the means by which the department proceeds against corporate officers to collect delinquent taxes.27
*827F
Agreeing with the Court of Appeals, the opinion argues that responsible officers cannot be assessed contemporaneously with the corporation. The opinion explains that corporate officer liability is
activated following the allotment of a full and fair opportunity for a corporation to file and pay taxes, either voluntarily, as per MCL 205.96(1); MSA 7.555(6X1) or following MCL 205.21(1) and (2); MSA 7.657(21X1) and (2), assessment and levy.[28]
Reasoning that responsible officers do not become liable until quite some time after the corporation has been assessed, the lead opinion concludes that they may not be assessed at the same time as the corporation.29 The opinion does not (and could not) cite any statutory source for the proposition that the department must avail itself of the provisions discussed above before an officer may become liable and be assessed.
Rejecting the view expressed in this opinion that corporate officer liability is triggered on the fifteenth of each month when the corporation fails to pay taxes or file the required return for the previous month, the opinion states:
We believe adoption of the literal reading urged by the dissent, i.e., the random, monthly activation of § 6(3) liability, so as to create responsibility for tax payment in the corporation one month, and in *828the derivatively liable officer the next, etc., would mock the purpose of the provision itself.[30]
The view here expressed that a responsible officer becomes liable on the fifteenth of each month when the corporation fails either to file the required return or pay the tax is compatible with the legislative purpose of creating a derivative source for payment of unpaid taxes.31 Triggering of officer liability on the fifteenth of each month in which the statutory duty has not been met, is more determinate than triggering that liability at some later point — perhaps years after the tax became due — when the corporation has exhausted its rights of administrative and judicial appeal.
ii
Finally, the lead opinion, agreeing with the Court of Appeals, declares that responsible officers are not entitled to notice of the department’s intent to seek to collect from them. The opinion accepts the assumption of the Court of Appeals that an officer who is subject to liability as a responsible officer is necessarily informed of his potential liability.
Like the Court of Appeals, the opinion focuses on the notice requirement exclusively through a due process lens. Livingstone, as a responsible officer subject to assessment, was statutorily entitled to notice pursuant to the procedures set forth in the general revenue provisions.
Requiring notice to responsible officers, will not, as the opinion fears, constitute a needless administrative burden on the department and impede the collection of unpaid taxes. The department may, *829by providing notice within the four-year limitation period, preserve its rights against responsible officers.
hi
The statutory scheme does not differentiate between the procedures applicable to the assessment of corporations and those applicable to the assessment of responsible officers.
To hold, as the lead opinion would, that the statute of limitation is inapplicable to the assessment of responsible officers, is to allow such officers to be subject to an indefinite threat of liability.32
APPENDIX
Section 6(3), added by 1971 PA 161, in terms provides that the sum due the department for the personal liability of the officer "may be assessed and collected as provided in section 17." It is clear, however, that the draftsperson and the Legislature intended to refer to § 10 (MCL 205.100; MSA 7.555[10]) and not § 17.
i
Section 17, now repealed, did not provide a *830methodology for assessment and collection of tax. Section 17 provided that a person who failed to file a return or who filed a false or fraudulent return or statement with intent to defraud would be deemed guilty of a misdemeanor and prescribed a criminal penalty therefor. It was also provided that in some circumstances the person would be guilty of perjury, a felony.
Section 10, as originally enacted, 1937 PA 94, § 10, provided that the State Board of Tax Administration shall have the power to assess any person who neglects or refuses to make a return required by the act, and that the board shall give such person written notice of assessment. Section 10 was amended in 1949 to provide for the manner in which such notice shall be given, for the assessment of penalties and interest after notice and hearing, and that penalties and interest, where there was fraudulent intent, shall not be waived, and to provide a six-year statute of limitations. 1949 PA 273.
ii
Section 10 of the 1949 act was amended by 1980 PA 165 to provide for the four-year statute of limitation (see n 5) and to provide that the tax imposed by the act would be administered by the revenue commissioner pursuant to §§ 1-19 (MCL 205.1-205.19; MSA 7.657[1]-7.657[19]) of the revenue division act.
Sections 11, 11a, 12, 13, and 17 of the Use Tax Act were repealed by 1980 PA 165. Thus there was no § 17 when Livingstone was assessed in 1984.
Act 165 provided that it would not take effect unless legislation to which it was tie-barred, 1980 PA 162, was enacted into law. Act 162 amended the revenue division act and added §§ 21-30 (MCL *831205.21-205.30; MSA 7.657[121]-7.657[130]), which set forth procedures observed in assessing St. Clair and Livingstone. See ns 18-21 for the text of §§ 21-23, and the opening sentences of § 25(1). It is clear that §§ 21 et seq. of the revenue division act replace and substitute for the repealed sections of the Use Tax Act and so much of § 10 as concerns assessment and collection other than the specific four-year statute of limitation of the Use Tax Act retained in § 10.
hi
That the reference in 1971 PA 161 is a misnomer is clear not only from the context but also on examination of an act signed the same day, 1971 PA 160, which added § 15(2) of the General Sales Tax Act — language, word for word, the same as use tax § 6(3). The last sentence of Act 160 added to § 15(2) language paralleling the language added to §6(3) providing that the sum of such liability "may be assessed and collected as provided in section 11.” Section 11 of the General Sales Tax Act concerned the assessment and collection of that tax. Section 11 was, together with other sections of the General Sales Tax Act concerning assessment and collection, repealed by 1980 PA 164, which was also tie-barred to the enactment of 1980 PA 162 adding §§ 21-30 to the revenue division act.
IV
For the foregoing reasons, it is clear that the Legislature intended, when it referred in § 6(3) to § 17, to refer both to § 10 of the Use Tax Act as amended in 1949, and to the revenue division act, including added §§ 21-30.
*832V
Section 10 was amended in 1988 by 1988 PA 376, § 1. Although this amendment does not apply to the instant case, the Legislature’s action is a guide in understanding its intent.
A
In so amending § 10, the Legislature repealed the statute of limitation then contained in that section. Two years before the 1988 amendment, however, the Legislature added §27a to the general revenue provisions.1 Section 27a contains a statute of limitation, §27a(2), applicable to all taxes administered by the revenue division and identical in relevant wording and substance to the statute of limitation contained in use tax § 10(3).
The addition, in 1986, of the statute of limitation contained in general revenue § 27a(2), and the subsequent repeal of its duplicate, contained in use tax § 10(3), suggests that the entirety of the procedures set out in the general revenue provisions should be read as governing the administration of the Use Tax Act.
B
Section 27a contains a provision, §27a(5), also governing all taxes administered by the revenue division, making corporate officers personally liable for failure to pay taxes. This section is similar to § 6(3) of the Use Tax Act. We may anticipate the future repeal of § 6(3) to eliminate the remaining duplicity.
Section 27a(5), the successor to § 6(3), does not contain the reference to § 17. Section 27a(5) con-*833eludes: "The sum due for a liability may be assessed and collected under the related sections of this act.” The Legislature has thus resolved any confusion engendered by the erroneous reference to § 17. The Legislature has clarified its intent that the general revenue provisions governing assessment and collection, including the statute of limitation contained in § 27a(2), shall be followed by the department in seeking to enforce the personal liability of a responsible officer.
c
The author of the concurring opinion asserts that the instant case will have limited value in light of the differences in statutory language between general revenue provision § 27a and its predecessor Use Tax Act § 10(3). While there are differences between the original and the revised statutes of limitation, I can discern no reason why these differences should affect the reading or meaning of the language.
MCL 205.91 et seq.; MSA 7.555(1) et seq.
MCL 205.96(3); MSA 7.555(6X3). For text of § 6(3), see n 7.
Livingstone does not contest his liability as a responsible officer for the one-year period July 1, 1980, through June 30,1981.
Livingstone v Dep’t of Treasury, 169 Mich App 209; 426 NW2d 184 (1989).
MCL 205.21(2); MSA 7.657(1)(2), MCL 205.100(4); MSA 7.555(10X4) quoted in n 34.
Section 6(1) of the Use Tax Act provides:
Every person storing, using, or consuming tangible personal property or services, the storage, use, or consumption of which is subject to the tax imposed by the act, when the tax was not paid to a seller, and every seller collecting the tax from the purchaser, shall, unless otherwise prescribed by the department under the provisions of subsection (2), on or before the fifteenth day of each calendar month file with the department a return for the preceding calendar month in such form as may be prescribed by the department, showing the price of each purchase of tangible personal property or services during the preceding month, and such other information as the department may deem necessary for the proper administration of this act. At the same time each person shall pay to the department the amount of tax imposed by this act with respect to the purchases covered by such return. A return shall be signed by the person liable for the tax, or his duly authorized agent if the return is prepared by any person other than the taxpayer, the return shall also be signed by the person and show his address. [MCL 205.96(1); MSA 7.555(6)(1).]
Section 6(3) of the Use Tax Act provides:
If a corporation licensed under this act fails for any reason to file the required returns or to pay the tax due, any of its officers having control, or supervision of, or charged with the responsibility for making the returns and payments shall be personally liable for the failure. The dissolution of a corporation shall not discharge an officer’s liability for a prior failure of the corporation to make a return or remit the tax due. The sum due for such a liability may be assessed and collected as provided in section 17. [MCL 205.96(3); MSA 7.555(6)(3).]
See n 7 for the full text of § 6(3). The reference in § 6(3) to § 17 is a misnomer and should be read as a reference to § 10. See appendix, separate opinion, post, p 829.
Section 10(3) of the Use Tax Act provided:
A deficiency, interest, or penalty shall not be assessed after the expiration of 4 years from the date set for the filing of the required return or the date the return was filed, whichever is later. [MCL 205.100(3); MSA 7.555(10)(3).]
The statute of limitation, contained in § 10(3), was repealed by a 1988 amendment of this section. 1988 PA 376, § 1. In 1986, however, two years before the repeal of the limitation period in the Use Tax Act, the Legislature added § 27(a), by enacting 1986 PA 58, § 1; MCL 205.27a; MSA 7.657(27a), to the general revenue provisions. Section 27a(2) includes a statute of limitation applicable to all taxes administered by the revenue division and effectively identical to the statute of limitation contained in § 10(3). See separate opinion, post, pp 818-819, and appendix, post, p 832.
See n 19 and accompanying text.
The department contends that "an assessment [against the corporation] was a condition precedent to establishing that the tax was 'due’ within the meaning of” §6(3) of the act providing for assessments against a responsible officer.
Livingstone v Dep’t of Treasury, n 4 supra, pp 213-214.
See n 7.
When issuing the initial assessment respondent does not have the election to first assess the corporate officer. Under § 6(3), the corporate officer is assessed if a corporation fails to file the required returns or to pay the tax due. If respondent were to assess the corporate officer first, the officer could properly defend on grounds that the liability was incurred by the corporation. The officer’s liability arises after the corporation fails to pay the tax due. It is the corporation which is primarily liable, the corporate officer’s liability is secondary. Thus, petitioner’s liability for the unpaid corporate tax is not, as claimed by petitioner, separate and distinct from the assess*806ment against the corporation. [Emphasis in original. Livingstone v Dep’t of Treasury, n 4 supra, pp 213-214.]
The Court concluded that a corporate officer cannot be assessed contemporaneously with the corporation because the officer does not become liable until the corporation fails to pay the assessment.
Further, since corporate officer liability is derivative, the Court of Appeals concluded that once an assessment becomes final against a corporation, an officer cannot collaterally attack the amount of the assessment by asserting a separate and distinct statute of limitations as a defense. The Court of Appeals reasoned:
Having decided that the responsible corporate officer’s liability is not separate and distinct from that of the corporation, it necessarily follows that the corporate officer may not raise a separate and distinct period of limitations as a defense. To hold otherwise would convert that which is derivative into that which is nonderivative. [Livingstone v Dep’t of Treasury, n 4 supra, p 214.]
Although the Court did not expressly decide that the four-year statute of limitation does not apply to the assessment of a responsible corporate officer, the effect of its holding — that officer liability does not arise until the assessment has become final against the corporation and that once the assessment becomes final against the corporation, an officer may not raise the statute of limitation as a defense — is exactly that.
Finally, the Court of Appeals concluded that responsible corporate officers are not entitled to notice of assessment because such officers can be assumed to have knowledge of the assessment and liability.
See n 7.
Section 6(3). (Emphasis added.) For text of § 6(3), see n 7.
Without assessment by the department against the corporation.
The statute of limitation was reduced from six to four years in 1980, and no longer speaks of a year ending June 30. The assessment against the corporation and Livingstone was nevertheless for a year ending June 30.
It appears that the department prefers to ignore changes in the statute and to administer it as if June 30 was still a cutoff date, and the department still has six years to assess.
74 Am Jur 2d, Suretyship, § 141, p 101. See Avery v Miller, 81 Mich 85, 88; 45 NW 503 (1890), holding that the liability of an administratrix’s surety arose on "the date when she [the administratrix] failed to comply with the order of the court fixing that day as the limit within which she should pay the debts.”
74 Am Jur 2d, n 20 supra, § 135, p 96.
Id., § 141, p 101, n 73. See also C & L Rural Electric Cooperative Corp v American Casualty Co, 199 F Supp 220 (ED Ark, 1961).
In Nunnally v Int’l Fidelity Ins Co, 94 Mich App 291; 288 NW2d 356 (1979), the Court held that, although the plaintiff had obtained a consent judgment against the principal and the surety had knowledge of the previous action against the principal, the statute of limitation applied to bar the action against the surety.
Any person required to collect, truthfully account for, and pay over any tax imposed by this title who willfully fails to collect such tax, or truthfully account for and pay over such tax, or willfully attempts in any manner to evade or defeat any such tax or the payment thereof, shall, in addition to other penalties provided by law, be liable to a penalty equal to the total amount of the tax evaded, or not collected, or not accounted for and paid over. [26 USC 6672.]
Unpublished memorandum opinion of the United States District Court for the Northern District of Illinois, decided October 6, 1983 (Docket No. 82 C 3505).
26 USC 6501 provides:
Except as otherwise provided in this section, the amount of any tax imposed by this title shall be assessed within 3 years after the return was filed (whether or not such return was filed on or after the date prescribed) or, if the tax is payable by stamp, at any time after such tax became due and before the expiration of 3 years after the date on which any part of such tax was paid, and no proceeding in court without assessment for the collection of such tax shall be begun after the expiration of such period.
See n 25.
In Calderone, the corporation failed to pay social security taxes between February and July of 1975. In August, 1975, the corporation filed for bankruptcy. Calderone and another corporate officer were assessed under § 6672. While the parties’ countermotions for summary judgment were pending, the officers sought a stay on the basis that they expected the tax deficiency to be satisfied by a distribution from the bankruptcy estate of the corporation. Following the expiration of a one-year stay, a hearing was held on the parties’ counter-motions for summary judgment. The district court, granting summary judgment to the corporate officers, said:
IRS Policy Statement P-5-60 requires the government to seek collection of the taxes from the corporate assets of the employer before assessing responsible officers. [Id., p 255.]
The Court of Appeals reversed.
Quoting Cooper v United States, 539 F Supp 117, 121 (ED Va, 1982), which in turn quoted Datlof v United States, 370 F2d 655, 656 (CA 3, 1966).
Policies of the IRS Handbook, P-5-60 (as approved June 2, 1977), provided:
"If a corporation has willfully failed to collect or pay over employment taxes, . . ., the 100-percent penalty will be asserted against responsible officers and employees of the corporation only if such taxes cannot be collected from the corporation itself.” [Calderone, supra, p 256.]
P-5-60 (as approved May 30, 1984) was revised to read:
[T]he 100-percent penalty may be asserted against responsible officers and employees of the corporation, . . ., whenever *813such taxes cannot be immediately collected from the corporation itself. [Id., p 258, n 3.]
The Court of Appeals said:
Under the statute, only officers "having control, or supervision of, or charged with the responsibility” for filing the required tax returns are made derivatively liable. [Livingstone, supra, p 214.]
*814The Court reasoned that since only officers with this degree of responsibility and involvement are liable, these officers will be apprised of the tax liability and the assessment. The Court concluded that because such officers will have this information, there is no need for a statute of limitation to protect against stale claims and guarantee due process of law.
See also Mason v Letts, 14 Mich App 330, 332; 165 NW2d 481 (1968), declaring that although the defendants had knowledge of the plaintiff’s intention to bring an action, that did not toll the running of the statute of limitations.
GCR 1963, 101 means that an action is commenced by the filing of a complaint. It has that meaning in the context of the statutes of limitations, as well as every other context. [Buscaino v Rhodes, 385 Mich 474, 481; 189 NW2d 202 (1971).]
It is now provided by statute and court rule that a civil action is commenced by filing a complaint with the court. The statutes and court rules, in defining the commencement of an action, provide for no act other than the filing of a complaint with the court, as having that effect, although it is provided that the summons will be issued by the clerk upon the filing of the complaint. [1A Callaghan’s Michigan Pleading & Practice, § 16.04, p 237.]
The commencement of an action to enforce a right before the statute of limitations has run against it suspends the running of the statute as to that particular action .... [20 Michigan Law & Practice, Statute of Limitations, § 54, p 610.]
The timely commencement of an action to enforce a right before the statute of limitations has run ordinarily suspends the running of the statute with regard to that particular action. [51 Am Jur 2d, Limitation of Actions, § 200, p 766.]
Ordinarily a mere demand or assertion of a claim is not the equivalent of a suit. Thus, the mere assertion of a claim without any accompanying act to give effect to it cannot avail *815to keep alive a right which otherwise would be precluded by a limitation statute. [Id., § 207, p 770.]
See separate opinion, post, pp 821-822, n 18, for text of § 21(2) providing for notice of intent to assess or levy tax. Section 10(4) provided in part:
The running of the statute of limitations shall be suspended for:
(a) The period pending a final determination of the tax after issuance of a notice of intent. [MCL 205.100(4); MSA 7.555(10)(4).]
Ante, p 776.
Id., pp 785-786.
The opinion argues that Livingstone is not a " 'taxpayer’ ” (ante, p 788) or a "tax actorf ]” (id., p 794) or a "person” as the term is used in MCL 205.100; MSA 7.555(10) (id., p 793) and that Livingstone was not " 'assessed’ ” (id., p 789, n 18, and p 794).
In the interpretation of tax measures the rule that words are to be given their common and ordinary meaning is important. [3A Sands, Sutherland Statutory Construction (4th ed), § 66.03, p 302.]
2A Sands, supra, § 58.05, p 722.
Section 10(3) of the Use Tax Act was in effect when the assessment against Livingstone was made. Nonetheless, it may be noted that the statute of limitation contained in § 10(3) was repealed in a 1988 amendment. 1988 PA 376, § 1. In 1986, however, two years before the repeal of the limitation period in the Use Tax Act, the Legislature added § 27a by enacting Í986 PA 58, § 1, MCL 205.27a(2); MSA 7.657(27a)(2) as part of the general revenue provisions. See text, infra.
Ante, p 790, n 19.
The import of the general revenue provisions, including those enacted in the 1986 amendments (see text below), for purposes of administration of the specific taxing statutes is set forth in § 20:
Unless otherwise provided by specific authority in a taxing statute administered by the department, ail taxes shall be subject to the procedures of administration, audit, assessment, interest, penalty, and appeal provided in sections 21 to 30. [MCL 205.20; MSA 7.657(20). Emphasis added.]
Section 27a(2) provides:
A deficiency, interest, or penalty shall not be assessed after the expiration of 4 years after the date set for the filing of the required return or after the date the return was filed, whichever is later. The taxpayer shall not claim a refund of any amount paid to the department after the expiration of 4 years after the date set for the filing of the original return. A person who has failed to file a return is liable for all taxes due for the entire period for which the person would be subject to the taxes. If a person subject to tax fraudulently conceals any liability for the tax or a part of the tax, or fails to notify the department of any alteration in or modification of federal tax liability, the department, within 2 years after discovery of the fraud or the failure to notify, shall proceed to assess the tax with penalties and interest as provided by this act, computed from the date on which the tax liability originally accrued. The tax, penalties, and interest shall become due and payable after notice and hearing as provided by this act.
Section 27a(5) provides:
If a corporation liable for taxes administered under this act fails for any reason to file the required returns or to pay the tax due, any of its officers having control, or supervision of, or charged with the responsibility for making the returns or payments shall be personally liable for the failure. The signature of any corporate officers on returns or negotiable instruments submitted in payment of taxes shall be prima facie evidence of their responsibility for making the returns and payments. The dissolution of a corporation shall not discharge an officer’s liability for a prior failure of the corporation to make a return or remit the tax due. The sum due for a liability may be assessed and collected under the related sections of this act.
The consolidation under the 1986 amendment of these provisions in one section applicable to all taxes reinforces the view here expressed that the Legislature did not intend, even before 1986, to differentiate between the procedures applicable to the assessment of corporations and those applicable to the assessment of corporate officers. A legislative amendment of a statute may shed light on the proper interpretation of the statute as previously enacted. Detroit Edison Co v Dep’t of Revenue, 320 Mich 506, 509; 31 NW2d 809 (1948).
The opinion asserts that three reasons support its conclusion that Livingstone’s liability is derivative: First, the primary reason why persons incorporate is to "avail themselves of limited liability.” Ante, p 782. Second, the corporate-officer liability arises from the acts of the corporation (the storage, use, or consumption of tangible personal property or services — see MCL 205.91 et seq.; MSA 7.555[1] et seq.), rather than from the acts of the officers. Ante, p 782. Third, a corporate officer’s liability under § 6(3) arises only after the corporation has failed to pay the taxes due. Ante, pp 782-783.
Ante, p 790, n 18.
Ante, p 788.
Id., p 787.
See Allan v United States, 386 F Supp 499, 504 (ND Tex, 1975), aff’d 514 F2d 1070 (CA 5, 1975), holding that a corporate officer is a "taxpayer” under the analogous federal scheme:
On another tack, Mr. Allan [the corporate officer suing for refund] says that the notice was deficient because he is not the taxpayer at all; rather the corporation is the taxpayer. . . . Such a position not only seems to me at variance with the language of [26 USC] 6672, but also makes me question why Mr. Allan is the plaintiff in this suit, if he is not the taxpayer. It was his money that he paid to irs and that entitled him to file this refund suit under 28 USC 1346(a)(1). I believe that in a § 6672 setting, the taxpayer is not the corporation but instead is the responsible person from whom the tax (or "penalty”) is attempted to be collected. [Emphasis added.]
Seen 23.
See appendix.
In carrying out this section, the department, after determining the amount of tax due from a taxpayer, shall give notice to the taxpayer of its intent to levy the tax. The notice shall include a statement advising the taxpayer of a right to an informal conference. If the taxpayer serves written notice upon *822the department within 20 days after receipt of the notice to the taxpayer and remits the uncontested portion of the liability, the taxpayer may request an informal conference on the question of liability for the assessment. Upon receipt of the written notice, the department shall set a time and place for the conference and shall give the taxpayer reasonable notice not less than 20 days before the conference. The conference provided for by this subsection shall not be subject to the administrative procedures act of 1969, Act No. 306 of the Public Acts of 1969, as amended, being sections 24.201 to 24.328 of the Michigan Compiled Laws. The taxpayer may appear or be represented before the department and present testimony and argument. After the conference, the commissioner shall render a decision and order in writing, setting forth the reasons and authority, and levy any tax, interest, and penalty found to be due and payable. The assessments shall be final and subject to appeal as provided in section 22. The final notice of assessment shall include a statement advising the taxpayer of a right to appeal. [MCL 205.21(2); MSA 7.657(21)(2).]
A person aggrieved by an assessment, decision, or order of the department may appeal the contested portion of an assessment, decision, or order to the tax tribunal within 30 days, or to the court of claims within 90 days after the assessment, decision, or order. The uncontested portion of an assessment, order, or decision must be paid as a prerequisite to appeal. . . . The appeal shall be perfected as provided under Act No. 186 of the Public Acts of 1973, as amended, being sections 205.701 to 205.779 of the Michigan Compiled Laws, and rules established under that act for the tax tribunal, or chapter 64 of Act No. 236 of the Public Acts of 1961, as amended, being sections 600.6401 to 600.6475 of the Michigan Compiled Laws, and rules adopted under that chapter for the court of claims. In an appeal to the court of claims, the appellant shall first pay the tax, including any applicable penalties and interest, under protest and claim a refund as part of the appeal. An appeal by right from a decision of the tax tribunal or the court of claims may be taken by the taxpayer or the department to the court of appeals. The appeal shall be taken on the record made before the tax tribunal or the court of claims. Further appeal to the supreme court may be taken by the taxpayer or the department in accordance with the court rules provided for appeals to the supreme court. [MCL 205.22(1); MSA 7.657(22) (1).]
(1) If the department believes, based upon either the examination of a tax return or an audit authorized by this act, that a *823taxpayer has not satisfied a tax liability or that a claim was excessive, the tax liability shall be determined by the department and the taxpayer shall be notified of that determination.
(2) If the amount paid is less than the amount which should have been paid or an excessive claim has been made, the deficiency, together with interest at the current monthly rate of 1 percentage point above the adjusted prime rate per annum from the time the tax was due, and until paid, shall become due and payable after notice and conference as provided in this act. A deficiency in an estimated payment as may be required by a tax statute administered under this act shall be treated in the same manner as a tax due and shall be subject to the same current monthly interest rate of 1 percentage point above the adjusted prime rate from the time the payment was due, until paid. . . .
(3) If any part of the deficiency or an excessive claim for credit is due to negligence, but without intent to defraud, a penalty of $10.00 or 10% of the total amount of the deficiency in the tax, whichever is greater, plus interest as provided in subsection (2), shall be added. Interest and penalty shall become due and payable after notice and conference as provided in this act.
(4) If any part of the deficiency or an excessive claim for credit is due to intentional disregard of the law or of the rules promulgated by the department, but without intent to defraud, a penalty of $25.00 or 25% of the total amount of the deficiency in the tax, whichever is greater, plus interest as provided in subsection (2), shall be added. Interest and penalty shall become due and payable after notice and conference as provided in this act. [MCL 205.23; MSA 7.657(23).]
The commissioner, or an authorized representative of the commissioner, may cause a demand to be made on a taxpayer for the payment of a tax, unpaid account, or amount due the state or any of its departments, institutions, or agencies, subject to administration under this act. If the liability remains unpaid for 10 days after the demand and proceedings are not taken to review the liability, the commissioner or an authorized representative of’the commissioner may issue a warrant under the official seal of that office. [MCL 205.25; MSA 7.657(25).]
The lead opinion remarks that St. Clair was accorded the benefits of all procedures applicable to "taxpayers,” e.g., St. Clair was sent notice of intent to levy, it requested and received an informal conference, and it had a right of appeal from the department’s final determination. Ante, p 789.
I do not question that St. Clair was a "taxpayer” within the meaning of the Use Tax Act. I contend, rather, that both the corporation and a responsible officer, who becomes personally liable for the full amount of the corporate tax, are taxpayers. It was in light of this that we note that the responsible officer in this case was accorded procedures applicable to "taxpayers” throughout the whole assessment and collection process.
The lead opinion acknowledges that §22 begins, "[a] person aggrieved by an assessment” may appeal to the tax tribunal or to the Court of Claims. Section 22, however, continues, "a taxpayer” may take an appeal to the Court of Appeals and that a taxpayer may take a further appeal to the Supreme Court. (Emphasis added.) See n 19 for full text. Accordingly, it is pursuant to a provision applicable to taxpayers that Livingstone stands before this Court.
The opinion concedes that the term "the taxpayer,” as contained in § 22, must be read to include other " 'person[s] aggrieved,’ ” such as responsible officers. Ante, p 789, n 16. Otherwise, "person[s] aggrieved” would have appeals only to the Tax Tribunal or the Court of Claims and not thereafter to the Court of Appeals and to this Court, and only the department could appeal to the Court of Appeals and to this Court.
The author of the lead opinion reads into the statute of limitation the term "the taxpayer” and defines that term as not including a responsible officer and, thus, to exclude a responsible officer from the operative effect of the statute of limitation. He recognizes nevertheless that such a narrow reading of "the taxpayer,” as applied to the appeals provision, would mean that and corporations would have access to differing levels of appeal.
Construing the statutes together, we conclude that the limita*825tion provision applies only to those "persons,” hence, private corporations, see MCL 205.92(a); MSA 7.555(2)(a), who store, use, or consume tangible personal property or services. As we noted previously, the corporate officer, although "charged with the responsibility for making returns and payments” of corporate taxes, is nonetheless not the taxable actor and cannot, therefore, be "assessed.” [Ante, pp 793-794. Emphasis added.]
The transposition of a tax debt onto a derivatively liable party, irrespective of the terminology used, is an ancillary, ministerial step in the collection process, created, apparently in light of the Legislature’s recognition of the need to insure the payment, collection or satisfaction of tax deficiencies "assessed” against corporate tax actors. Thus, commensurate with what we deem to be a reasonable interpretive analysis of legislative intent and purpose, we conclude that operation of the use tax limitation period is restricted to the corporate entity "subject to the tax,” which, in this case, is St. Clair Rubber Company. [Ante, p 794. Emphasis added.]
Ante, p 794, n 22.
The Legislature reenacted this language in § 27a(5). See n 9 for the text of this section.
Ante, p 783, n 14.
Id., p 783, n 14.
Id., p 783, n 14. The liability of the responsible officer arises at the conclusion of the fifteenth day of a month in which the corporation fails to pay the tax, not the "next” month.
Id., p 794.
The opinion suggests that indefinite liability is no longer a threat because in Slodov v United States, 436 US 238; 98 S Ct 1778; 56 L Ed 2d 251 (1978), the United States Supreme Court held that a corporate officer cannot be held liable for tax debts of a corporation when the default occurs before the officer assumes control of the corporation. See ante, p 800, n 27.
While Slodov eliminated the possibility that an innocent officer who assumes control of a corporation at a time when the corporation has no funds with which to satisfy the tax obligation will be held accountable for corporate tax debt incurred before his employment, it did nothing to cut short the period in which an officer who was in office at the time the debt was incurred may be held liable for that debt.
1986 PA 58, § 1, MCL 205.27a; MSA 7.657(27a).