Cass. com., June 18, 2025, no. 23-20.593 F-D
The Cour de cassation recalls that the annulment of a partner’s exclusion has a retroactive effect: the person concerned regains his status as a partner as if he had never ceased to be one.
He can therefore sue for the nullity of meetings held between his exclusion and his reinstatement, on the grounds that he had not been convened to them.
This decision illustrates the risk of “cascading nullities”: all corporate decisions adopted during the disputed period may be called into question.
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Conflicts between partners – Lawyer in Toulon
However, nullity remains optional: judges may refuse it if the consequences are disproportionate to the irregularity.
As of October 1, 2025, the reform of nullities (Ordinance 2025-229 of March 12, 2025) will enable judges to limit this retroactive effect, in order to preserve the legal security of companies.
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