The cessation of payments refers to a company’s inability to meet its liabilities due with its available assets. This legal concept, defined by the Commercial Code, triggers an obligation to declare and opens the way to a collective procedure. The certificate of cessation of payment formalizes this finding and has direct consequences for both the manager and the structure.
Suspicious period and nullities: what the law of December 30, 2025 changes
Most guides on cessation of payments describe the declaration procedure and its consequences. A rarely addressed angle concerns the suspicious period, which is the interval between the date of cessation of payments determined by the court and the judgment opening the collective procedure.
During this period, certain acts carried out by the debtor may be annulled to restore the assets for the benefit of creditors. The law of December 30, 2025, amended Article L. 632-2 of the Commercial Code to exclude from the scope of these nullities payments related to several targeted public debts: pre-collected contributions referred to in the Social Security Code, certain taxes from the General Tax Code, withholding tax provided for in Article 204 A of the CGI.
In practice, certain tax and social payments made during the suspicious period can no longer be annulled. For a manager who settled their tax obligations just before filing for bankruptcy, this change directly alters the risk assessment. Judicial representatives will no longer be able to contest these payments in terms of asset restoration.
To understand the payment certificate in all its dimensions, this legislative evolution is an element to incorporate right from the preparation of the file.
Available assets and due liabilities: two concepts to master before declaring
The entire mechanism of cessation of payments is based on the comparison between two quantities. Confusing them or misestimating them delays the declaration, exposing the manager to sanctions.
What available assets include
Available assets are not limited to the bank account balance. They include quickly mobilizable credit reserves:
- Bank checks issued in favor of the company, even if not yet cashed
- Additional aids granted by financial institutions (confirmed lines of credit, cash facilities)
- Cash contributions made by a manager or partner, including unblocked and unclaimed current account advances
Movable or immovable property owned by the company is not considered available assets. A commercial premises or a company vehicle does not count, unless they have already been converted into cash.
What due liabilities cover
Due liabilities encompass certain, liquid, and due debts. A disputed debt before a court or one whose due date has not yet arrived does not count in the calculation. Recent case law from the Commercial Chamber has clarified that interim judgments and disputed claims do not always suffice to characterize a due liability, which can delay or prevent the qualification of cessation of payments.
This technical distinction has a concrete effect: a company that accumulates unpaid invoices but whose creditors have not yet demanded payment is not necessarily in cessation of payments in the legal sense.
45-day deadline and cessation date: the role of the court
The company has a maximum deadline of 45 days after the cessation of payments is established to file its declaration with the competent court (commercial court for merchants and craftsmen, judicial court for others). This deadline starts from the moment the state of cessation is confirmed, not from the moment the manager becomes aware of it.
A point that general guides rarely mention: the date of cessation of payments determined by the court in its opening judgment may differ from that declared by the manager. It is this judicial date that serves as a reference for calculating compliance with the 45-day deadline and for determining the extent of the suspicious period.
If the court sets a cessation date earlier than that declared, the manager may find themselves in violation while believing they have complied with the deadline. Only the date set by the opening judgment counts for assessing any delay.
Sanctions for the manager in case of delay or mismanagement
Failure to comply with the 45-day deadline does not automatically result in a criminal sanction, but it opens the door to liability action. The court may initiate proceedings for insufficient assets if the manager has committed management faults that contributed to worsening the liabilities.
The most frequently cited faults include:
- Abusive continuation of a loss-making activity without a realistic prospect of recovery
- Diverting or concealing assets during the period preceding the declaration
- Failure to maintain regular accounting, making it impossible to assess the financial situation
- Deliberate delay in declaring cessation of payments to buy time
In the case of proven fault, the manager may be ordered to personally bear all or part of the insufficient assets. In the most serious cases, a management ban may be imposed.
The declaration of cessation of payments is not a neutral administrative formality. It engages the responsibility of the manager regarding the date retained, the accuracy of the information provided, and the acts carried out during the suspicious period. With recent legislative adjustments regarding the nullities of certain public payments, the legal framework continues to evolve, and each file must be analyzed in light of the texts in force at the time of filing.
