Chapter I: General provisions.

The court, seised of an application 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 members carried out, and if there is proof that the…

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.

When the nullity of the company is declared, it terminates, without retroactivity, the performance of the contract. With regard to the legal person that may have come into existence, it produces the effects of a dissolution pronounced by justice.

Neither the company nor the partners may rely on a nullity against third parties acting in good faith. However, nullity resulting from incapacity or one of the defects of consent may be relied on even against third parties by the incapable person and his legal representatives, or by the partner whose consent was taken by mistake, fraud or violence.

An action for liability based on the annulment of the company or of the acts and deliberations subsequent to its incorporation shall be barred after three years from the day on which the annulment decision has become res judicata. The disappearance of the cause of nullity shall not prevent the bringing of an action for damages seeking compensation for the loss caused by the defect with which the company, act…