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The most effective sanction against an abuse of majority is the invalidity of the deliberation concerned, which allows the abuse to be eliminated. According to the Court of Cassation, the abuse committed in the exercise of voting rights at a general meeting affects the regularity of the deliberations of that meeting itself .

1) Holders of the action

In accordance with Article 31 of the Code of C …

Action for invalidity

The most effective sanction against an abuse of majority is the invalidity of the deliberation concerned, which allows the abuse to be eliminated. According to the Court of Cassation, the abuse committed in the exercise of voting rights at a general meeting affects the regularity of the deliberations of that meeting itself .

In accordance with Article 31 of the Code of Civil Procedure, an action is available to all those who have a legitimate interest in the success or rejection of a claim, subject to cases where the law grants the right to act only to those it qualifies to raise or contest a claim, or to defend a specific interest. The holders of the action for invalidity against an abuse of majority are, on one hand, the minority shareholders, including those who voted in favor of the contested resolutions . It is up to them to prove the existence of the abuse of majority. However, a minority shareholder cannot request the annulment of resolutions on the grounds of abuse of majority if they did not attend the meeting, while not disputing having been duly convened . On the other hand, the representatives of the company can act for invalidity since an abusive resolution, contrary to the corporate interest, necessarily harms the company. Indeed, the manager of a subsidiary is entitled to act on behalf of the company, based on the legal powers conferred upon them, to establish the nullity of assistance and treasury agreements, constituting an abuse of majority, concluded by the former manager with the parent company .

The defendants to the action are the majority shareholders who committed an abuse in exercising their voting rights, even if they have ceased to be shareholders of the company due to the transfer of their holdings .

The action for annulment of a corporate resolution based on majority abuse is subject to the three-year limitation period provided by Article L. 235-9 of the Commercial Code , according to which actions for annulment of resolutions subsequent to the company's formation are time-barred three years from the day the annulment is incurred, subject to the foreclosure provided for in Article L. 235-6 of the same code. This limitation period is not suspended by judicial requests irregularly filed against the company itself .

Cass. com., 6 June 1990, LawLex202200005112JBJ.

See Cass. 3e civ., 19 July 2000, LawLex202200005986JBJ; Cass. com., 13 November 2003, LawLex202200006546JBJ.

CA Versailles, 6 December 2022, LawLex202300004122JBJ.

Cass. com., 21 January 1997, LawLex202200007705JBJ.

Versailles, 1 February 2001, LawLex202200009047JBJ, holding that partners who, since the resolutions whose annulment is requested, have transferred their shares, cannot request to be dismissed from the case as the alleged majority abuse can only be attributed to its authors.

Cass. com., 30 May 2018, LawLex202200006542JBJ.

CA Versailles, 1 February 2001, LawLex202200009047JBJ, previously cited.

Company Law (en cours)

192. Action for invalidity

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192. Action for invalidity

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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au contenu exclusif Livv – juristes d’entreprise