Chapter V: Invalidity

Where the company is declared null and void, it shall be wound up in accordance with the provisions of the Articles of Association and Chapter VII of this Title.

When a court decision declaring a merger or demerger null and void has become final, that decision shall be publicised in a manner to be determined by decree of the Conseil d’Etat. It shall have no effect on the obligations arising for or in favour of the companies to which the assets or liabilities are transferred between the date on which the merger or demerger takes effect and the date…

Neither the company nor the members may rely on a nullity against third parties acting in good faith. However, nullity resulting from incapacity or a defect in 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 date on which the annulment decision became 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 or…

A failure by the chairman of the management and administrative bodies or the chairman of the meeting of these bodies to record the deliberations of these bodies in minutes shall be sanctioned by the nullity of the deliberations of the said bodies. The action is open to any director, member of the management board or member of the supervisory board. This action for nullity may be brought until the approval…