dissenting.
¶32 The Court today holds that A.R.S. § 42-5028 imposes personal liability on officers and directors of a corporation that fails to remit additional charges collected from customers to cover corporate liability for the transaction privilege tax (“TPT”). This is a plausible reading of the statutory scheme and has much to commend it as a matter of public policy.
¶33 This interpretation, however, is not inexorably compelled by the text of the relevant statutes. Indeed, three judges of the court of appeals and an experienced Arizona bankruptcy judge have arrived at precisely the opposite conclusion. See Ariz. Dep’t of Revenue v. Action Marine, Inc., 215 Ariz. 584, 161 P.3d 1248 (App.2007); In re Inselman, 334 B.R. 267 (Bankr.D.Ariz.2005). The problem, as is so often the case, arises from a statutory scheme whose language is less than pellucid and whose history is at best unilluminating. Recognizing that this is a close case, I believe that the court of appeals has the better reading of the statute.
¶ 34 The majority correctly describes the basic legislative scheme, and I need not belabor its details here. There is no question that the taxpayer, not its customers, is responsible for paying the TPT under A.R.S. § 42-5014. Under § 42-5024, the tax “and all increases, interest and penalties thereon” become a “personal debt of the taxpayer” and may be collected by appropriate legal action under § 42-1114. By enacting § 42-5024, the legislature seemed to recognize that a taxpayer’s failure to perform his statutory duty of remitting the TPT under § 42-5014 did not itself create an actionable liability to the state. Otherwise, § 42-5024 would be surplusage.
*148¶ 35 In the real world, of course, taxes imposed on businesses are passed on to their customers. Recognizing as much, the legislature provided in § 42-5002(A)(l) that “[a] person who imposes an added charge to cover the tax levied by this article or which is identified as being imposed to cover transaction privilege tax shall not remit less than the amount so collected to [ADOR].” Section 42-5002(A)(1), to be sure, refers to a “person who imposes an added charge,” not simply to a taxpayer. But when the relevant transaction is one between a business and its customer, it can only be the business that imposes the charge, so the word “person” in § 42-5002(A)(1) can refer only to the putative taxpayer — whether a corporation, individual, or other entity.8
¶ 36 Section 42-5028, the centerpiece of controversy in this case, provides that
A person who fails to remit any additional charge made to cover the tax or truthfully account for and pay over any such amount is, in addition to other penalties provided by law, personally liable for the total amount of the additional charge so made and not accounted for or paid over.
The majority concludes that the use of the word “person” in this statute means that personal liability is imposed on any corporate officer or director who, as a matter of fact, fails to engage in remission, payment over, or truthful accounting of the additional charge. But the Court fails to identify whence the obligation of such a “person” to pay the additional charge to ADOR arises. Indeed, the only statute dealing with the obligation to remit the additional charge is § 42-5002(A)(1). And, as I have noted above, § 42-5002(A)(l) cannot be reasonably read as imposing the duty to remit additional charges on anyone other than the person or entity that imposes the charges.
¶37 Section 42-5028 also states that the relevant personal liability is “in addition to other penalties provided by law.” (Emphasis added.) The use of the term “other penalties” strongly suggests that § 42-5028 is a penalty provision, authorizing personal liability on someone who imposes an added charge but fails to turn it all over. This penalty is entirely separate from the tax liability for the TPT imposed by §§ 42-5014 and -5024. Thus, § 42-5028 is not simply surplusage if read as limited to imposing an additional penalty on the taxpayer to the extent he has collected additional charges but not paid them over. Indeed, if § 42-5024 was needed to impose personal liability on a taxpayer who failed to perform his duty under § 42-5014 to remit the TPT, it logically follows that a statute other than § 42-5002(A)(l) also was needed to impose personal liability on a taxpayer who failed to perform his statutory duty to remit added charges. That statute is § 42-5028. The Court rejects this reading of § 42-5028 because the term “person” is broadly defined in Title 42 to include all manner of individuals and entities, see A.R.S. § 42-5001(8), while “taxpayer” is limited to a person “who is liable for any tax,” see id. § 42-5001(18). But the critical point is that only a “person” who “imposes” the additional charge is required to remit it under § 42-5002(A)(l). Thus, the only “person” who can fail to remit (or pay over, or truthfully account for) the additional charge is one who collected it. In this case, that person can only be Action Marine.9
¶38 Indeed, if we read § 42-5002(A)(l) differently, we create a statutory anomaly. As the Court notes, the statutory duty to remit TPT falls solely on the corporate tax*149payer, not its officers and directors. Op. ¶ 21. It is difficult to understand how, simply by use of the generic word “person,” § 42-5002(A)(l) creates a general duty on the part of such officers and directors to remit additional charges imposed to cover the TPT.10
¶ 89 Nor do I find A.R.S. § 43-435 helpful to ADOR. That statute imposes liability only on those “required to collect, truthfully account for and pay over” withholding tax.11 Thus, if we were to read § 43-435 in pari materia with § 42-5028, we would impose personal liability only on those otherwise required by law to remit, account for or pay over — the “person” who “imposed” the added charge, in this case, Action Marine.12
¶ 40 The Court’s reading of § 42-5028 has the practical virtue of encouraging corporate officers and directors to be vigilant in assuring that additional charges are remitted and not spent to discharge other corporate debt. Indeed, it is difficult to excuse the Randalls’ failure to safeguard funds which were taken from Action Marine’s customers on the representation (either express or implied) that they were needed to pay the TPT. But before we in effect pierce the corporate veil and impose substantial liability on these individuals in the name of good public policy, I would require that the legislature more clearly enunciate its direction that we do so. The current statutory scheme does not so specify. I would affirm the opinion below, and therefore respectfully dissent.13
CONCURRING: W. SCOTT BALES, Justice.. Before 1992, the statute now codified at § 42-5002(A)(1) read: "In no event shall the person upon whom the tax is imposed, when an added charge is made to cover the [TPT] ... remit less than the amount so collected to [ADOR].” A.R.S. § 42-1302(A)(l) (1991) (emphasis added). The 1992 amendment required any “person who imposes an added charge" to remit the amounts collected. 1992 Ariz. Sess. Laws, ch. 173, § 1 (2d Reg.Sess.) The current version of the statute thus has the salutary effect of requiring remission of the added charge even if it later turns out there was no TPT liability. The putative taxpayer unsure of liability for the tax thus protects itself against a penalty by remitting the added charge and can then seek refund of the amounts remitted to ADOR. See Ariz. Dep't of Revenue v. Canyoneers, Inc., 200 Ariz. 139, 23 P.3d 684 (App.2001).
. It is of course possible for a "person” to impose the additional charge, yet not be a taxpayer — i.e., one liable for the tax. See Canyoneers, 200 Ariz. 139, 23 P.3d 684. Section 42-5028 thus would impose a penalty on such a person, even if not a taxpayer.
. As the majority notes, other states impose personal liability on corporate officers for the corporation’s unpaid taxes. Op. ¶ 18 n. 3. As the majority also notes, however, these states do so on the basis of statutes which, unlike A.R.S. § 42-5028, expressly provide for such personal liability. Op. II 18 n. 4. Any "national trend” is therefore of little utility in interpreting the relevant Arizona statutes.
. Employers who withhold income tax from their employees must hold the funds in trust for the state. A.R.S. § 43-415. The employee is the taxpayer, and the employer collects the tax on behalf of the state. See A.R.S. §§ 43-401, 43-431. Section 43-435 thus deals with the liability of those who improperly handle trust funds.
As the majority notes, the TPT is not a trust fund tax because the customer bears no tax liability but is instead an excise tax on the entity engaged in business activity. Op. ¶¶ 6-7. See Joseph DiGiuseppe, What Every Tax Practitioner Needs to Know About Trust Fund Taxes & Responsible Person Liability in Bankruptcy, 17 Prac. Tax Law. 7, 14-15 (2002) (noting that the critical distinction between a trust fund tax and an excise tax turns on whether the ultimate tax liability belongs to the collecting entity or the person from whom the funds have been taken). Our previous decisions have attempted to maintain this distinction. See, e.g., Ariz. State Tax Comm'n v. Garrett Corp., 79 Ariz. 389, 392-93, 291 P.2d 208, 210 (1955). Today’s opinion unnecessarily blurs this previously bright line by characterizing § 42-5028 as involving a trust-like tax. Op. ¶ 8.
Another article cited by the majority operates from the mistaken assumption that the TPT is a trust fund tax. Marvin A. Kirsner, Richard S. Miller, & David Neier, Officers’ & Directors' Nightmare: Being Held Personally Liable for Debtor Company’s Unpaid Taxes, N.Y.L.J., Aug. 27, 2001, at 7, 7 & n. 7. The article’s conclusion that directors of the taxpayer are personally liable for unpaid TPT is therefore flawed.
. It is conceivable that the Randalls had a duty to Action Marine to remit the additional charges. But I am loath to read a tax penalty statute as enforcing a duty owed to a private corporation, as opposed to the state. If the legislature meant to reach such a sweeping result, it could have said so expressly. Cf. 26 U.S.C. § 6671(b) (defining “person” to include corporate officers and employees "under a duty” to perform a relevant act); 26 U.S.C. § 6672(a) (imposing personal liability on persons "required to collect, truthfully account for, and pay over” federal withholding tax).
. I agree with the Court’s conclusion that the "additional charge” referred to in A.R.S. § 42-5028 is the entire amount charged to the customer to cover putative TPT liability. Op. ¶ 24.