(1) Every employer shall be liable for amounts required to be deducted and withheld by this article regardless of whether or not the amounts were in fact deducted and withheld, except that if the employer fails to deduct and withhold the required amounts and if the tax against which the required amounts would have been credited is paid, the employer shall not be liable for those amounts not deducted and withheld if such failure was due to reasonable cause.

(2) Persons owning stock of ten percent (10%) or more of the total of corporations or ten percent (10%) interest in limited liability companies with thirty-five (35) or less owners and exercising responsibilities for fiscal management of such corporation or limited liability company also shall be liable for amounts withheld or required to be withheld under this article, including interest and penalties thereon, when such amounts become due and unpaid to the extent that such amounts accrued while such person was exercising responsibilities for fiscal management. The liability under this subsection is derivative of the corporation or limited liability company, and the three-year assessment period provided in Section 27-7-49 will begin to run after the liability of the corporation or limited liability company becomes final. A person being assessed under this subsection may appeal his liability under Section 27-77-5 solely regarding the issue of the ownership interest and management requirements of this subsection. The commissioner shall make assessments against and effect collection from said persons pursuant to the provisions of this article for the making of withholding tax determinations against employers.