A foreign founder or director can be surprised to receive an assignment from the French tax authority after a French company has accumulated unpaid value added tax, corporate income tax or other public charges. The company is normally the taxpayer, and the separate legal personality of a French SAS (société par actions simplifiée, or simplified joint-stock company) or SARL (société à responsabilité limitée, or limited-liability company) remains important. It does not, however, create an absolute shield for a person who directed the company. Article L. 267 of the French Tax Procedures Code, commonly called the LPF (livre des procédures fiscales), allows a court to make a director jointly liable for the company’s taxes and penalties when serious conditions are proved. The rule can apply to a director in law or in fact, whether that person lives in France or abroad. The decisive questions are usually the director’s actual role, the seriousness and repetition of the tax failures, the causal link with the impossibility of recovery, and the quality of the documents available to both sides. This guide explains the test, the difference between tax solidarity and other director liabilities, the evidence a foreign founder should preserve, the procedure before the president of the tribunal judiciaire (judicial court), and the urgent response to an assignment. It is a focused complement to the firm’s French company formation and corporate law service, not a substitute for reviewing the company’s tax file and the exact court documents.
I. When can a foreign director be held personally liable for a French company’s tax debt?
A. What does Article L. 267 LPF require from the tax authority?
The starting point is the text of Article L. 267 LPF, not the nationality of the founder and not the label used in the company’s internal organisation chart. The current provision allows the director of a company, legal person or other group to be declared jointly liable for the taxes and penalties owed by that entity where the director is responsible for fraudulent manoeuvres or serious and repeated non-compliance with tax obligations that made recovery impossible. The official wording authorises the court to make the director “être déclaré solidairement responsable du paiement de ces impositions et pénalités
”. The full Article L. 267 LPF also states that the action is brought by the competent public accountant before the president of the judicial court at the company’s registered office.
Four cumulative questions should be separated in every file. First, what tax debt is actually due by the company, and what penalties are attached to it? Secondly, what precise conduct is attributed to the director? Thirdly, did that conduct make recovery from the company impossible, rather than merely more difficult or slower? Fourthly, did the person exercise effective direction during the relevant period? A tax authority cannot replace this analysis with a conclusion that the company failed to pay and that the person was named in its Kbis. A Kbis is the commonly used extract from the trade and companies register; it proves important corporate information, but it does not by itself prove every element of Article L. 267.
The provision expressly covers a person exercising direction “in law or in fact”, directly or indirectly. A legal director is the person formally appointed under the company’s articles and registered with the Registre national des entreprises, or RNE (National Register of Businesses). A de facto director is a person who, without the formal title, actually takes positive and repeated management decisions. A foreign parent’s executive, a beneficial owner, a local consultant or a person operating the French bank account may therefore require analysis if the evidence shows effective direction. The reverse is equally important: a person named in a document is not automatically responsible for every tax failure if the chronology and actual powers point elsewhere.
For a French subsidiary, the formal president of an SAS or manager of an SARL will normally be the first person examined. A foreign corporate shareholder does not become the individual director merely because it owns all the shares. If the foreign company itself is appointed president, the permanent representative and the people who actually run the French activity must be identified separately. For a branch, the foreign company and its French establishment are not separate legal persons, but the natural person directing the French activity may still be assessed under the wording covering direct or indirect effective direction. A foreign address, remote management and the absence of a French residence do not remove the question; they change the evidence and service arrangements.
“Serious and repeated” is a fact-sensitive standard, not a safe harbour based on a fixed number of missed payments. Repeated failures to file or pay value added tax, known as TVA (taxe sur la valeur ajoutée), are especially sensitive because the tax is collected from customers for transfer to the Treasury. False or deliberately incomplete declarations, the concealment of turnover, the diversion of amounts collected as VAT, and the continuation of a business while tax liabilities are knowingly allowed to accumulate can support the test. A late payment caused by a short and documented cash-flow problem is not identical to a pattern of non-declaration, non-payment and concealment. The file must show the conduct, the period, the director’s involvement and its effect on the company’s assets.
The Cour de cassation decision of 4 May 2010, no. 09-14.054, illustrates the point without creating an automatic rule. In that case, the Court referred to facts where VAT declarations were filed without payment and the funds were used to keep the company operating. It approved the finding that “ces faits constituent des manquements graves et répétés aux obligations fiscales
”. The decision is not authority for the proposition that every unpaid VAT return makes a director personally liable. It shows why the court looks at the number and nature of the failures, the use of the funds, the company’s survival and the resulting recovery position together.
The causal link is the second major filter. Article L. 267 is not a general guarantee given by every director for every company tax debt. The alleged failures must have rendered recovery from the company impossible. The Cour de cassation decision of 13 January 2009, no. 07-21.680, rejected the idea that the opening of a collective insolvency procedure alone proves this element. The decision records the proposition that “l’ouverture d’une procédure collective […] ne suffit pas à caractériser cette impossibilité
”. A liquidation order, a certificate from a liquidator or an unpaid assessment is relevant evidence, but the tax authority must still connect the recovery failure to the director’s conduct.
The same causation issue works in the director’s favour where the company has a realistic asset claim or other recovery route. In the Cour de cassation decision of 19 January 2022, no. 19-18.560, the Court held that the action against a director required a finding of definitive impossibility of recovery. It stated: “La condamnation solidaire des dirigeants sociaux prévue par ce texte suppose que soit constatée l’impossibilité définitive de recouvrer les impositions et pénalités dues par la société
”. The Court criticised the lower court for treating an action against the company’s accountant as irrelevant when its outcome could increase the company’s assets and help pay the tax debt. For a foreign director, this makes it essential to obtain the liquidator’s reports, asset realisation record, pending claims and distribution calculations rather than relying on the single word “insolvent”.
The nature of the tax failure also matters. In the Cour de cassation decision of 12 May 2015, no. 13-27.507, the Court accepted that the accuracy of statements lies primarily with the declarant and that the tax services do not have to perform systematic cross-checks of every declaration. The official summary says that “la responsabilité de l’exactitude des mentions portées sur les déclarations fiscales incombe au déclarant
”. A director should not assume that the absence of an early tax audit proves that the administration caused the loss. On the other hand, the administration still must prove the statutory causal link in the particular case; an unexamined declaration does not automatically establish a director’s personal liability.
A plan to pay tax arrears can affect both the evidence and the risk assessment. If a French company obtains a payment plan from the Commission des chefs des services financiers, known as the CCSF (commission of the heads of financial services), its decision may expressly warn that failure to respect the plan or to pay current taxes may lead to an Article L. 267 action. The Cour de cassation decision of 25 January 2023, no. 20-22.939, confirmed that, for a plan granted by the CCSF, “une mention expresse informe le dirigeant
” can appear in the grant decision or notification. A foreign founder should therefore read the French plan, the payment calendar and the warning, and should not treat a negotiated moratorium as a permanent waiver of director risk.
Article L. 267 does not require the director to have personally signed every return. Responsibility may arise from effective direction, knowledge of the failures, control over the payment process or a decision to keep using collected taxes for other purposes. A delegation to an accountant or a chief financial officer can be important evidence, but it is not automatically exculpatory. The court will examine what was delegated, whether the director retained oversight, whether warnings were received, who controlled the bank account, whether the director could replace the service provider and what was done after the first missed deadline. A director living in London, Dubai, New York or another country should preserve this evidence as carefully as a director based in Paris.
Finally, distinguish the company’s tax liability from the director’s own personal taxes. A director’s French income-tax residence, social-security position or foreign tax residence may create a separate issue. Article L. 267 concerns the company’s taxes and penalties. It does not make the director the taxpayer for all of the company’s obligations merely because the person is a non-resident or owns shares. The analysis must identify each assessment, its legal taxpayer, its amount, its due date, the relevant company period and the conduct said to have prevented collection.
B. How is tax solidarity different from shareholder, insolvency and criminal liability?
Foreign founders often receive advice based on the general principle that shareholders are not personally liable for a company’s debts beyond their contribution. That principle remains useful, but it answers a different question. An investor who has paid for shares, has not guaranteed the company’s obligations and has not directed its tax affairs is not personally liable for the company’s tax debt simply because of ownership. Article L. 267 is an exception based on the director’s conduct and a court order. It is not an automatic consequence of incorporation and it is not a hidden tax on every foreign shareholder.
A personal guarantee is another separate route. If a founder signs a bank guarantee, lease guarantee or tax-related undertaking, the creditor may rely on that contract according to its wording. That contractual exposure can exist even when the Article L. 267 conditions are absent. The reverse is also true: absence of a guarantee does not defeat an Article L. 267 action if the statutory elements are proved. The company’s articles, banking mandates and guarantee documents should therefore be reviewed separately from the tax returns.
Article L. 651-2 of the French Commercial Code deals with responsibility for an insufficiency of assets in a judicial liquidation. It allows the tribunal to make directors of law or in fact bear all or part of the shortfall where a management fault contributed to that shortfall, and it provides that simple negligence is not enough. The current text begins with “en cas de faute de gestion ayant contribué à cette insuffisance d’actif
”. The full Article L. 651-2 also gives this action a three-year period from the liquidation judgment and directs that sums paid enter the debtor’s estate for distribution among creditors.
That insolvency action and Article L. 267 are not interchangeable. The first concerns a company’s insufficiency of assets and is generally brought in the collective-proceedings setting by the relevant insolvency actor. The second is a tax-recovery action brought by the competent public accountant before the president of the tribunal judiciaire. A director may face both proceedings on different factual grounds. A judgment under Article L. 651-2 does not, by itself, answer whether the tax authority has proved the Article L. 267 conditions. Conversely, a tax-solidarity judgment does not automatically establish every element of an insufficiency-of-assets claim.
The Cour de cassation decision of 11 February 1992, no. 89-20.852, makes the distinction visible. The Court held that the Article L. 267 action is not excluded merely because a director has been ordered to contribute some social debts; it is excluded under the statutory wording when the director is already a direct debtor of the whole fiscal debt under another legal provision. The decision says that “l’action prévue par ce texte n’est exclue que si
” the relevant direct-debtor condition is met. The procedural history and the exact prior judgment must therefore be checked instead of assuming that one liability route cancels the other.
Criminal tax fraud creates another distinct route. Article 1741 of the General Tax Code, or CGI (Code général des impôts), defines criminal tax fraud and provides criminal penalties independently of tax penalties. The official text refers to conduct that occurs “indépendamment des sanctions fiscales applicables
”. The current Article 1741 CGI also addresses aggravated circumstances, including certain foreign accounts, foreign interposed entities, false documents and artificial foreign tax domiciliation. A foreign structure can therefore increase the need for a carefully documented cross-border tax file, but a foreign bank account is not automatically proof of fraud.
Article 1745 CGI connects a final criminal conviction to civil tax collection. It provides that persons finally convicted under Articles 1741, 1742 or 1743 may be held jointly liable with the legal taxpayer for the fraudulently avoided tax and related tax penalties. The official Article 1745 text uses the words “peuvent être solidairement tenus
”. The criminal court and the administrative tax court do not perform the same task. The Cour de cassation decision of 13 January 2009, no. 07-21.680, describes the Article L. 267 action and the Article 1745 route as distinct in cause, object and procedure.
A foreign director should not confuse criminal exposure with the civil tax action. Article L. 267 can be invoked without a final criminal conviction because it is based on fraudulent manoeuvres or serious and repeated tax non-compliance that made recovery impossible. Article 1745 requires a final conviction under the specified criminal provisions. The factual record may overlap, but the burden, forum and procedural rights differ. An internal investigation, a voluntary correction, a payment proposal or a tax complaint should be planned with both tracks in mind when the facts suggest possible fraud.
The action is also not a general civil damages claim by the tax authority. It seeks a title enabling recovery of the company’s taxes and penalties from a person declared jointly liable. The amount should be tied to the tax debts covered by the order, and the authority must prove the statutory elements. The director should examine whether the claim includes periods before appointment, after resignation, taxes assessed after the relevant conduct, penalties unrelated to the alleged failures or sums already paid by the company or another liable person. A clean tax-debt schedule is more useful than a general denial.
There is a further procedural distinction from ordinary administrative sanctions. Article L. 121-1 of the Code of Relations between the Public and the Administration, or CRPA (Code des relations entre le public et l’administration), states that certain individual decisions are subject to a prior adversarial procedure: “sont soumises au respect d’une procédure contradictoire préalable
”. The official Article L. 121-1 page contains that general rule. However, the Cour de cassation decision of 15 February 2023, no. 21-18.395, held that the decision to initiate the Article L. 267 action was not itself subject to that prior procedure. The Court stated that the decision “ne constitue pas une décision soumise au respect d’une procédure contradictoire préalable
”. This does not remove the director’s right to defend the case before the judicial court; it prevents reliance on a broad CRPA argument as an automatic bar to the action.
The practical conclusion is clear. A foreign founder should map all possible exposure routes before choosing a response. The matrix should contain: company tax debt; Article L. 267 tax solidarity; contractual guarantees; Article L. 651-2 insufficiency of assets; criminal tax provisions; and any personal tax or social-security assessment. Each route has a different trigger and different evidence. Treating all of them as “limited liability” or all of them as “fraud” creates avoidable mistakes.
II. How should a foreign director respond to an Article L. 267 claim?
A. Which documents can establish the director’s role, the tax chronology and the recovery position?
The first response is evidence preservation. Once an assignment, a letter from the Service des impôts des entreprises (SIE, business tax department), a demand from the Direction générale des finances publiques (DGFiP, Directorate General of Public Finances) or a liquidator’s notice arrives, the director should preserve the original PDF, envelope, email headers, service record and every attachment. The date of service matters. A foreign director should not rely on an informal translation or a summary sent by an employee. The French assignment and exhibits should be obtained in full, then translated for the director and counsel while the French version remains the controlling procedural document.
The corporate-status file should cover the entire period alleged in the claim. Keep the articles of association, appointment resolution, Kbis extracts, RNE information, shareholder and board minutes, powers of attorney, resignation documents, acceptance of resignation, changes of registered office and correspondence with the greffe (court registry). If the director was a foreign corporate officer, preserve the appointment of the natural-person permanent representative and every change to that appointment. If the director was only an investor or adviser, collect documents showing who signed employment contracts, tax returns, bank instructions, supplier agreements and payment plans.
Build a day-by-day or month-by-month chronology. The chronology should identify: appointment; first French operations; opening of the tax account; VAT registrations; tax-return due dates; corporate-tax instalments; payroll and withholding obligations; notices and assessments; bank restrictions; requests for payment; accountant reports; board warnings; insolvency events; resignation; liquidation; and the date on which the public accountant says recovery became impossible. Dates should be cross-referenced to a document number. A foreign director who worked remotely should add travel, meeting, delegation and access records. The issue is not whether remote work is lawful; it is whether the person actually exercised effective direction and knew of the failures.
The tax-debt schedule should be prepared independently from the authority’s narrative. For every line, state the tax type, assessment or notice number, tax period, principal, penalty, payment received, remaining balance, date of enforceability, dispute status and supporting document. Distinguish an avis de mise en recouvrement, or AMR (notice placing an assessed tax debt into collection), from a tax return, a reminder, a mise en demeure de payer (formal demand to pay) and a court order. A company may have filed a return without payment, or may have challenged an assessment, or may have paid part of the principal while penalties remain. Those facts affect the amount and sometimes the alleged causation.
The accounting file should show what happened to the company’s assets during the relevant period. Preserve bank statements, cash forecasts, aged receivables, inventory records, asset-sale documents, intercompany transfers, dividend approvals, loan agreements and evidence of payments to suppliers or related parties. If VAT was collected, identify the customer receipts and the account into which the funds went. If a tax payment was delayed because a customer defaulted, retain the customer ledger, collection attempts and financing requests. If money was transferred to a foreign parent, document the legal basis, commercial purpose, approval, repayment terms and whether the transfer left the company unable to meet tax liabilities.
Accountant and payroll evidence is often decisive. Keep the engagement letter, scope of work, emails, monthly reporting packs, warnings about unpaid taxes, instructions to file or pay, proof of access to the impots.gouv.fr portal, payment batch approvals and the record of who could release a bank transfer. A director cannot assume that an accountant’s appointment transfers all legal responsibility. But the evidence may show that returns were filed by a service provider, the director paid funds into the account in time, a bank rejected the payment, or a tax portal error prevented transmission. The court can then assess the actual conduct instead of an abstract allegation that the director “managed the company”.
For an international group, add the governance perimeter. Preserve group policies, service agreements, intercompany financing documents, tax-responsibility matrices, transfer-pricing files, shared-service instructions and approvals from the foreign parent. These documents should answer who was responsible for French declarations, who controlled the French bank account, who could hire or dismiss the accountant, who authorised payments, and when the French director escalated the problem. A parent’s written policy is not a defence if the local director ignored known non-compliance, but it can help demonstrate the actual division of duties and the absence of effective control by a person named in a group role.
The recovery file should be demanded from the tax authority and, where relevant, the liquidator. It should include the company’s tax claims, certificates of non-recovery, enforcement attempts, bank seizures, asset searches, insolvency reports, admitted claims, realised assets, distributions and pending litigation. If an accountant, bank, customer or parent company may owe money to the French company, obtain the pleadings and status of that claim. The 19 January 2022 decision, no. 19-18.560, is a practical warning: a pending third-party claim may affect whether recovery from the company is definitively impossible.
Use a defence matrix with one row for each statutory element. A role challenge asks whether the claimant has proved legal or effective direction during the tax periods. A conduct challenge asks whether the identified filings, payments or decisions were serious and repeated, or whether the record shows an isolated delay, an external obstruction, a disputed amount or a documented attempt to comply. A causation challenge asks whether the company would still have been unable to pay because of unrelated insolvency, a customer collapse, a bank failure, a third-party asset claim or a later event. An amount challenge asks whether every tax and penalty falls within the order and remains unpaid. A timing challenge asks whether the claim was brought in time.
Do not hide adverse facts. If returns were filed late, VAT was used for working capital or a payment plan failed, a credible defence should explain the fact, the period, the decision-maker, the remedial steps and the remaining dispute. Courts are more likely to engage with a precise chronology than with a blanket assertion that a foreign director did not understand French administration. The explanation should also identify the French terms accurately: the SIE, DGFiP, URSSAF (the body collecting social-security contributions), CCSF, greffe, tribunal judiciaire and liquidateur judiciaire (court-appointed liquidator) each perform different functions.
Evidence must be preserved in a usable format. Keep original French files, a document index, certified translations where needed, email metadata and a secure copy outside the company’s systems if access may be lost. Do not edit dates or recreate missing documents without recording the source. If a document is unavailable, state who holds it, when it was requested and what secondary evidence exists. A foreign director should also check data-protection and privilege issues before sharing the entire group mailbox. Counsel can separate privileged advice, accounting records and personal data while preserving the material needed for the court.
B. What are the procedure, timing and immediate response after service?
Article L. 267 is brought by the competent public accountant before the president of the tribunal judiciaire at the company’s registered office. Article R.* 267-1 LPF provides the procedural detail: “le président du tribunal statue selon la procédure à jour fixe
”. The official Article R.* 267-1 page also identifies the competent public accountant as an accountant of the DGFiP. “À jour fixe” is a fixed-date procedure. It is not an invitation to wait for an ordinary trial timetable. The assignment should be sent immediately to French counsel who can check the hearing date, appearance requirements, exhibits, translations, service formalities and the time available to prepare the defence.
The assignment itself should be read as the claimant’s evidence map. Mark every tax period, tax type, alleged failure, director role, enforcement attempt, payment, date and document cited. Check whether the registered-office court is correct, whether the company’s address and the director’s address are accurate, whether the person was actually served, and whether the exhibits are complete. A foreign director should not assume that a procedural defect will be accepted automatically; it must be raised in the correct form and at the correct stage. Article 56 of the Code of Civil Procedure governs important assignment content, and the 2022 Cour de cassation decision of 6 July 2022, no. 20-14.532, shows that the assignment issue and the substantive recovery issue must be analysed separately.
Prescription requires a dated calculation, not a general statement that the claim is old. Article L. 274 LPF provides that, subject to suspensive or interruptive events, the recovery action for public debts is generally prescribed after four years from the statutory starting point. The current text states that “l’action en recouvrement des créances de toute nature dont la perception incombe aux comptables publics se prescrit par quatre ans
”. The official Article L. 274 page contains the current rule and the foreign-state extension described in its second paragraph. The underlying company’s recovery limitation and the timing of the Article L. 267 action must then be aligned with the facts.
The Cour de cassation decision of 6 July 2022, no. 20-14.532, is central to that calculation. It held that, provided it is brought within a satisfactory period, the solidarity action may be brought while the company’s tax-recovery proceedings have not prescribed, and that interruption or suspension events affecting the company can be opposable to the director. The official analysis uses the expression “sous réserve d’être introduite dans un délai satisfaisant
”. The same decision considered the date when the administration could reasonably identify definitive non-recovery. A director should therefore construct a timeline from the AMR, payment demands, collective-procedure events, certificates of non-recovery and assignment, then test each interruption and suspension event with counsel.
Appeals and procedural challenges do not necessarily freeze asset protection. Article L. 267 states that appeals against the president’s decision do not prevent the public accountant from taking conservatory measures to protect the Treasury’s claim. Such measures can affect bank accounts, receivables or other assets before the final dispute is resolved. A foreign director should disclose the risk to banks and group treasury advisers on a need-to-know basis, avoid moving assets to frustrate recovery, and obtain advice before any transfer, sale, dividend or related-party repayment. Asset protection planning after service of an assignment must never become concealment or an obstacle to enforcement.
The CRPA argument should be handled precisely. Article L. 121-1 sets a general rule for some individual administrative decisions, but the 15 February 2023 decision, no. 21-18.395, holds that the decision by the finance authority to initiate an Article L. 267 action is not subject to a prior adversarial procedure under that provision. That does not mean the director has no defence. The defence is made before the judicial court through written submissions, exhibits, procedural objections, factual disputes and, where appropriate, a challenge concerning the assessment or recovery of the company’s tax debt in the competent forum. Do not let a weak CRPA objection delay the evidence work.
A payment arrangement should be considered before and after service, but it should be documented carefully. The company may contact the SIE or relevant recovery service, and a CCSF request may coordinate tax and social-security debts where the eligibility conditions are met. The request should include a credible cash-flow forecast, current compliance plan, proposed instalments, security if requested, and proof that current taxes will be paid. The director should identify whether an arrangement is sought for the company, for the director’s personal exposure, or both. A company payment plan does not automatically discharge a director from an existing Article L. 267 claim, and the failure of a plan may become evidence of continuing non-compliance.
The 25 January 2023 decision, no. 20-22.939, shows why the written warning in a CCSF plan matters. The Court accepted that the warning can be delivered by the CCSF in the grant decision. A foreign founder should read every condition, calendar and default clause, ask for clarification in writing, and preserve proof of each instalment. If the company cannot meet a payment, it should communicate before the default, update the forecast and propose a realistic revision. Silence can make the chronology more difficult to defend.
The response should distinguish a tax-basis dispute from a collection dispute. If the company contests the amount, classification, tax period or penalties, it may need to use the appropriate tax complaint and, where necessary, administrative proceedings. The president of the tribunal judiciaire deciding the Article L. 267 claim is not a universal forum for recalculating every element of the tax assessment. The 13 January 2009 decision, no. 07-21.680, notes the separation between the criminal judge’s task and the administrative court’s competence over the tax base. A defence should preserve both objections without confusing their procedural routes.
The director should also examine whether the company’s recovery is genuinely impossible at the date alleged. If the liquidator is still pursuing a claim against an accountant, bank, customer or related company, obtain the pleadings and explain how that claim could increase the estate. If assets have been identified but not sold, ask for the valuation and expected distribution. If a bank seizure recovered part of the debt, update the balance. The 19 January 2022 decision, no. 19-18.560, makes this a substantive issue, not a technical distraction.
Role and time-period defences are equally important. A director who resigned before the relevant returns were due should preserve the resignation filing, publication, handover record and proof of who controlled the company afterwards. A person who was appointed after the debt arose should separate historical debt from later conduct. A foreign parent executive who attended board meetings but had no power to approve French tax payments should collect the governance and bank records showing that limitation. None of these facts creates an automatic exemption; each supports a targeted argument on effective direction and causation.
If the director is also facing an insolvency action, coordinate the two cases. Under Article L. 651-2, a court may address a management fault and an insufficiency of assets; under Article L. 267, the tax authority must prove the tax-specific recovery conditions. The fact that the same unpaid VAT appears in both files does not make the arguments identical. A payment, settlement, distribution or judgment in one matter can affect the amount or evidence in the other. Counsel should maintain one master debt schedule and record every payment and procedural act.
After judgment, the wording of the order matters. Check the exact tax periods, principal, penalties, solidarity wording, costs, service date and available appeal. Because Article L. 267 creates joint liability by judicial decision, a successful claim exposes the director’s personal assets to the collection process, subject to the applicable enforcement rules. A foreign residence may make service and cross-border enforcement more complex, but it is not a merits defence. Any appeal should be paired with advice on conservatory measures and cash management; an appeal that ignores asset protection can leave the director unable to fund the defence.
A practical first-48-hours checklist is short:
- record the service date and hearing date from the French assignment;
- instruct French counsel experienced with tax-recovery litigation and cross-border company records;
- obtain the complete court file, tax-debt schedule and enforcement evidence;
- freeze routine deletion of emails, accounting records, bank files and group approvals;
- separate company tax, personal tax, social-security and guarantee exposure;
- prepare the role, conduct, causation, amount and prescription matrix;
- assess payment-plan or settlement options without moving assets improperly; and
- confirm which issue belongs before the judicial court and which tax assessment issue needs a tax complaint or administrative court.
The checklist is designed for an urgent first review. The final response must be tailored to the assignment, the tax assessment, the company’s legal form, the director’s appointment, the cross-border documents and the recovery evidence. An English-speaking business reader should ask for a written scope that identifies the French authority, the court, the relevant tax periods, the filing deadline, the evidence still missing and the immediate asset risks.
Conclusion
A foreign director is not personally liable for a French company’s tax debt simply because the company failed, the director lives abroad or the person appears in a corporate register. Article L. 267 LPF creates a narrower but serious risk: the tax authority must prove effective direction, fraudulent manoeuvres or serious and repeated tax non-compliance, and a causal connection with the definitive impossibility of recovering the company’s taxes and penalties. The distinction from shareholder liability, a guarantee, Article L. 651-2 insolvency liability and the criminal route under Articles 1741 and 1745 CGI should be made at the outset.
The most valuable response is a dated evidence file. Preserve the appointment and resignation history, tax returns, payment instructions, accountant correspondence, bank records, group governance, insolvency reports, enforcement attempts and every payment-plan document. A fixed-date assignment requires immediate procedural advice. Prescription, causation, the company’s remaining assets and the correct forum for a tax-basis dispute must be calculated from documents, not assumptions. If an Article L. 267 assignment has arrived, a foreign founder should obtain a case-specific review promptly and keep the French company’s current tax compliance separate from the defence of historical conduct.
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