Gerald Padian is both a partner in the New York City law firm Tashjian & Padian and an investor in a start-up restaurant. He realizes he could be responsible for the start-up's payroll- and sales-tax liabilities. "Although the company is the first line of liability for those unpaid taxes--as well as for back-interest charges and tax penalties--if the company is unable to pay, tax authorities can go after any number of people," says Padian. That hit list can include shareholders--even if they didn't know tax payments were skipped. So when Padian and others invested in the restaurant, they made sure the company hired a payroll service to handle payroll-tax filings. "Since we couldn't find a similar firm to handle our sales taxes, we set up an internal system that calculates and sets aside those taxes on a daily basis," says Padian.