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 interested party regains his status as a partner as if he had never ceased to be one.
He can therefore act in nullity of the 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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Conflits entre associés – Avocat à Toulon
However, nullity remains optional: judges may refuse it if its consequences are disproportionate to the irregularity.
From October 1, 2025, the nullity reform (Ordonnance 2025-229 of March 12, 2025) will enable the judge to limit this retroactive effect, in order to preserve the legal certainty of companies.
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