Can one who owns a business in name only be responsible for delinquent taxes of the business?

I had a recent client who set up a business in his son’s name.  He is now going to close it.  It owes over $50,000 in unpaid payroll taxes and has no assets.  He wanted to know if his son could use an approach similar to Innocent Spouse. I told him that the Innocent Spouse approach will not work here.  If the business closes, the IRS will assess the Trust Fund Penalty (the portion withheld from employee paychecks) against all “responsible persons.”  My approach would be to take the position that the son is not a “responsible person” as that term is defined for IRS purposes; therefore, he should not be assessed the Trust Fund Penalty, especially if he had no input into the business.  Thus, we would first fight the assessment of the Trust Fund penalty and then, if that fails, we can set up a payment plan or use another approach to resolve the payment issue.