You might read that Tax Court case I cited earlier. It explicitly goes into that and rejects your interpretation.
Judge’s opinion from TC Memo 2014-35:
“Defendant begins by asserting that Congress intended through the enactment of § 7343 to "limit the application of the title-wide definition of 'person' found at 26 U.S.C. § 7701(a)(1)." He then argues that the use of the term "includes" in § 7343 is meant to provide illustrative examples of a "general class" of "persons" within the scope of this statutory definition. Because ordinary individuals do not fit within the "general class" described by § 7343 - a class that is typified by corporate officers and employees, as well as members and employees of partnerships -- Defendant surmises that such individuals cannot be deemed "persons" within the meaning of § 7343 (and hence under § 7206(1)).
This attempt at statutory construction fails at its initial premise. While Defendant states as ipse dixit that it is "unambiguously clear" and "immediately apparent" that § 7343 is intended to limit, and not supplement, the definition of "person" set forth at § 7701(a)(1), the most natural reading of these two definitions suggests otherwise. Under its plain terms, the definition of "person" set forth at § 7701(a)(1) governs throughout the tax code unless another provision "distinctly expresse[s]" otherwise or this definition would be "manifestly incompatible with the intent" of a code provision. Nothing in § 7343 can be construed as a "distinct[] express[ion]" of
an intent to override or supplant the § 7701(a)(1) definition of a "person." To the contrary, § 7343 reads quite naturally as a supplement to or clarification of this latter definition: § 7701(a)(1) provides that the term "person" "mean[s] and include[s] an individual, a trust, estate, partnership, association, company or corporation," and § 7343 then builds upon this definition by specifying that it "includes" certain individuals who act on behalf of a corporation or partnership -- i.e., "an officer or employee of a corporation, or a member or employee of a partnership, who as such officer, employee, or member is under a duty to perform the act in respect of which the violation occurs."
This harmonizing construction of § 7701(a)(1) and § 7343 also satisfies the specific dictate of the Internal Revenue Code that "[t]he term[] 'includes' . . . when used in a definition contained in this title shall not be deemed to exclude other things otherwise within the meaning of the term defined." It would violate this code-mandated rule of statutory construction to conclude, as Defendant proposes, that the use of the word "includes" in § 7343 operates to exclude the entirety of the general definition of "person" set forth at § 7701(a)(1) -- i.e., individuals, trusts, estates, partnerships, associations, companies, and corporations -- and to wholly supplant this definition with a far more limited class consisting only of corporate officers and employees and members and employees of partnerships. * * * Thus, it is not only far more natural, but also better comports with § 7701(c), to construe § 7343 as building upon, and not overriding, the more general and broadly applicable definition of "person" found at § 7701(a)(1).
Not surprisingly, then, the courts have uniformly rejected the reading of "person" advocated by Defendant here.”
You might read that Tax Court case I cited earlier. It explicitly goes into that and rejects your interpretation.
Judge’s opinion from TC Memo 2014-35:
“Defendant begins by asserting that Congress intended through the enactment of § 7343 to "limit the application of the title-wide definition of 'person' found at 26 U.S.C. § 7701(a)(1)." He then argues that the use of the term "includes" in § 7343 is meant to provide illustrative examples of a "general class" of "persons" within the scope of this statutory definition. Because ordinary individuals do not fit within the "general class" described by § 7343 - a class that is typified by corporate officers and employees, as well as members and employees of partnerships -- Defendant surmises that such individuals cannot be deemed "persons" within the meaning of § 7343 (and hence under § 7206(1)).
This attempt at statutory construction fails at its initial premise. While Defendant states as ipse dixit that it is "unambiguously clear" and "immediately apparent" that § 7343 is intended to limit, and not supplement, the definition of "person" set forth at § 7701(a)(1), the most natural reading of these two definitions suggests otherwise. Under its plain terms, the definition of "person" set forth at § 7701(a)(1) governs throughout the tax code unless another provision "distinctly expresse[s]" otherwise or this definition would be "manifestly incompatible with the intent" of a code provision. Nothing in § 7343 can be construed as a "distinct[] express[ion]" of
an intent to override or supplant the § 7701(a)(1) definition of a "person." To the contrary, § 7343 reads quite naturally as a supplement to or clarification of this latter definition: § 7701(a)(1) provides that the term "person" "mean[s] and include[s] an individual, a trust, estate, partnership, association, company or corporation," and § 7343 then builds upon this definition by specifying that it "includes" certain individuals who act on behalf of a corporation or partnership -- i.e., "an officer or employee of a corporation, or a member or employee of a partnership, who as such officer, employee, or member is under a duty to perform the act in respect of which the violation occurs."
This harmonizing construction of § 7701(a)(1) and § 7343 also satisfies the specific dictate of the Internal Revenue Code that "[t]he term[] 'includes' . . . when used in a definition contained in this title shall not be deemed to exclude other things otherwise within the meaning of the term defined." It would violate this code-mandated rule of statutory construction to conclude, as Defendant proposes, that the use of the word "includes" in § 7343 operates to exclude the entirety of the general definition of "person" set forth at § 7701(a)(1) -- i.e., individuals, trusts, estates, partnerships, associations, companies, and corporations -- and to wholly supplant this definition with a far more limited class consisting only of corporate officers and employees and members and employees of partnerships. * * * Thus, it is not only far more natural, but also better comports with § 7701(c), to construe § 7343 as building upon, and not overriding, the more general and broadly applicable definition of "person" found at § 7701(a)(1).
Not surprisingly, then, the courts have uniformly rejected the reading of "person" advocated by Defendant here.”