Paccar Financial Corp. v. Potter

Texas law provides that if a corporations corporate privileges are forfeited for the failure to file a franchise tax report or pay a tax or penalty, "each director or officer of the corporation is liable for each debt of the corporation that is created or incurred in this state after the date on which the report, tax, or penalty is due and before the corporate privileges are revived." Tex. Tax Code Ann. § 171.255(a) (Vernon 2002). The issue we must decide is whether this statutory liability extends to persons who were directors at the time the franchise tax report was due but who resigned as directors before the corporate debt was created or incurred. Because we conclude the statutory liability does not extend to such former directors, we affirm the summary judgment entered in their favor.