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Company Law (en cours)

Due to the severity of the consequences attached to this sanction , Article L. 251-5, para. 1, of the Commercial Code provides that the invalidity of the economic interest grouping as well as its acts or resolutions can only result from the violation of the mandatory provisions of the chapter dedicated to it, or from one of the causes of invalidity of contracts in general. Non-compliance with the  …

Invalidity

Due to the severity of the consequences attached to this sanction , Article L. 251-5, para. 1, of the Commercial Code provides that the invalidity of the economic interest grouping as well as its acts or resolutions can only result from the violation of the mandatory provisions of the chapter dedicated to it, or from one of the causes of invalidity of contracts in general. Non-compliance with the stipulations contained in the constitutive act of the grouping or its internal regulations is therefore not sanctioned by invalidity .

The inclusion of an exclusive exercise clause in the practice agreement concluded between the grouping and practitioners constitutes a violation of the mandatory provisions of Article L. 251-1 of the Commercial Code, which results in the nullity of the EIG . Similarly, when it appears only as a mere façade intended to allow a member to engage in an activity prohibited to them by legal and regulatory provisions of a mandatory public policy nature, the nullity of the EIG may be raised by anyone with an interest . However, the absence of provisions relating to management control in the constitutive act of the EIG cannot result in its nullity when it does not issue bonds under the conditions provided for in Article L. 251-7 of the Commercial Code .

In the same concern to avoid invalidity, para. 2 of Article L. 251-5 provides that the action for invalidity is extinguished when the cause of invalidity has ceased to exist on the day the court rules on the merits in the first instance, unless this invalidity is based on the illegality of the group's purpose. Similarly, para. 3 extends to the EIG all the regularization causes provided by Articles 1844-12 to 1844-17 of the Civil Code. Due to a drafting error, the text initially only referred to Articles 1844-12 "and" 1844-17, so the submission of the action for invalidity to the short prescription of Article 1844-14 was questionable. The Paris Court of Appeal having firmly taken a position for the applicability of the text , the law of 3 January 2003 amended Article L. 251-5 to provide for the submission of the EIG to Articles 1884-12 "to" 1844-17 . The action for invalidity of a resolution of the general meeting of an EIG is subject to the short prescription, as EIGs are subject to the invalidity regime applicable to civil companies, by reference to Article L. 251-5 of the Commercial Code . Finally, the exception of invalidity of the EIG membership, based on a defect in consent, a source of relative invalidity, is not imprescriptible if the contract has been executed for eleven years .

See nevertheless, Cass. com., 5 April 1994, LawLex202100005827JBJ, emphasizing that the invalidity of an Economic Interest Grouping does not preclude its placement in judicial reorganization.

Cass. com., 14 June 2005, LawLex202300003622JBJ. - See also CA Rouen, 24 June 2010, LawLex202300010276JBJ, emphasizing that the appointment of four corporate directors when the statutes provide that directors must be natural persons cannot lead to the invalidity of the Economic Interest Grouping; Cass. com., 10 May 1994, LawLex202300009866JBJ.

CA Bordeaux, 26 October 2022, LawLex202300010325JBJ.

Cass. com., 7 February 1989, LawLex202300010227JBJ.

CA Rouen, 24 June 2010, LawLex202300010276JBJ.

CA Paris, 26 February 2002, LawLex202300010236JBJ.

See CA Riom, 9 April 2014, LawLex202300010326JBJ, excluding the three-year limitation period when the invalidity of the deliberations is not requested.

Paris, 26 February 2002, LawLex202300010236JBJ.

CA Versailles, 3 July 2018, LawLex202300010084JBJ.

Company Law (en cours)

638. Invalidity

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

638. Invalidity

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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