Court of Cassation, Civil Division, Commercial Chamber, December 2, 2020, 18-21.597, Unpublished
Article L210-9 of the Commercial Code establishes the principle that a company cannot rely, with respect to third parties, on the appointments and terminations of functions of persons responsible for managing, administering or directing the company, until they have been duly published.
The Paris Court of Appeal issued a ruling on June 18, 2018, based on Article L 267 of the Book of Tax Procedures , allowing the personal liability of a manager to be invoked who, through serious breaches of the tax obligations inherent in the company, made it impossible to recover a tax owed by the company, according to which it considered that the liability of the manager who had resigned three years prior was engaged on the grounds that the publication formalities had not been carried out before the appearance of the company's asset shortfall.
In a ruling dated December 2, 2020, the Court of Cassation held that the functions of a manager end by the effect of resignation even if the latter has not been published in the trade and companies register.
Therefore, it is up to the plaintiff who initiated the liability action to demonstrate that the resigning manager remained the de facto manager of the company.
