France reforms when company decisions can be annulled, from 1 October 2025
France's Ordinance no. 2025-229 of 12 March 2025 reforms the rules on annulling company acts and decisions (nullités en droit des sociétés). From 1 October 2025 the limitation period for nullity actions falls from three years to two, a breach of the articles is generally no longer a ground for nullity, and capital increases by listed companies can no longer be annulled once completed. SAS articles may still provide for nullity of decisions taken in breach of their rules.
Ordinance no. 2025-229 of 12 March 2025 reforming nullity in company law (portant réforme du régime des nullités en droit des sociétés) was made under the 2024 attractiveness law. It applies from 1 October 2025, except one article that applies from 1 January 2027.
What changed
- The general limitation period for actions to annul company acts or decisions falls from three years to two.
- Unless the law says otherwise, a breach of the articles of association is no longer a ground for nullity.
- In listed companies, a capital increase can no longer be annulled once it has been carried out.
- In a simplified joint-stock company (SAS), the articles may provide for the nullity of decisions taken in breach of the rules they set.
Who is affected
French companies and their shareholders, boards and company secretaries, especially where decisions may be challenged.
What to do
Review SAS articles to decide whether to provide for nullity of non-compliant decisions, and note the shorter period for challenges.