Court of Cassation, civil, Commercial Chamber, December 2, 2020, 18-21.597, Unpublished
L210-9 of the Commercial Code establishes the principle that a company cannot rely, with regard to third parties, on the appointments and terminations of office of the persons responsible for managing, administering or directing the company, as long as they have not been regularly published.
The Paris Court of Appeal rendered a judgment on June 18, 2018, on the basis of Article L 267 of the Book of Tax Procedures , allowing the personal liability of a manager to be brought into play who, through serious breaches of the tax obligations inherent in the company, made it impossible to recover a tax due by the latter, under which it considered that the responsibility of the manager who had resigned three years ago was engaged on the grounds that the publication formalities had not were made before the insufficiency of the company's assets appeared.
In a judgment of December 2, 2020, the Court of Cassation considered that the functions of an executive come to an end by the effect of the resignation even if this has not been published in the trade and companies register.
So it is up to the plaintiff who brought the action for damages to demonstrate that the resigning manager remained the de facto manager of the company.
