BOOK II: Commercial companies and economic interest groupings.

The nullity of a company or of a deed amending the articles may only result from an express provision of this Book or of the laws governing the nullity of contracts. In the case of sociétés à responsabilité limitée and sociétés par actions, the nullity of the company may not result from a defect in consent or from incapacity, unless such incapacity affects all the founding members. Nor may the…

In sociétés en nom collectif and en commandite simple, completion of the publication formalities is required on pain of nullity of the company, the deed or the deliberation, as the case may be, without the partners and the company being able to rely, in respect of third parties, on this ground of nullity. However, the court has the option of not declaring the nullity incurred, if no fraud is established.

Deliberations taken in violation of the provisions governing the voting rights attached to shares may be annulled.

An action for nullity is extinguished when the cause of the nullity has ceased to exist on the day the court rules on the merits at first instance, unless the nullity is based on the unlawfulness of the corporate object.

The commercial court, seised of an action for nullity, may, even of its own motion, set a time limit to allow nullities to be covered. It may not declare the nullity less than two months after the date of the writ instituting the proceedings. If, in order to cover a nullity, a meeting must be convened or a consultation of the partners carried out, and if there is proof of…

If, on expiry of the period provided for in Article L. 235-4, no decision has been taken, the court shall rule at the request of the most diligent party.

In the event of the nullity of a company or of acts and deliberations subsequent to its incorporation, based on a defect in consent or the incapacity of a member, and where regularisation can be effected, any person having an interest therein may give formal notice to the person likely to effect the nullity, either to regularise the situation or to bring an action for nullity within a period of…

Where the nullity of acts and deliberations subsequent to the formation of the company is based on a breach of the rules of disclosure, any person with an interest in the regularisation of the act may give the company formal notice to do so, within a period set by decree in the Conseil d’Etat. Failing regularisation within this period, any interested party may request the appointment, by court order, of…

A merger or demerger may be declared null and void only if the deliberations of one of the meetings that decided on the merger or demerger are null and void or if the declaration of conformity referred to in Article L. 236-17 has not been filed. Where it is possible to remedy the irregularity likely to result in nullity, the court hearing the action for nullity of a merger or…

Actions for nullity of the company or of acts and deliberations subsequent to its incorporation shall be barred after three years from the day on which the nullity is incurred, subject to the limitation period provided for in Article L. 235-6. However, an action for the nullity of a merger or demerger of companies shall be barred after six months from the date of the last entry in the Trade…