Ordinance no. 2025-229 of March 12, 2025 on the reform of nullities in company law comes into force on October 1 and amends the system of nullities in company law, in particular the nullity of corporate decisions in SAS companies.
Article 1844-10 of the French Civil Code, amended by the reform, makes the nullity of a corporate decision subject to the violation of a mandatory provision of company law, or of one of the causes of nullity of contracts in general. Infringement of the Articles of Association will not constitute a cause of nullity for SASs unless they explicitly provide for it in their Articles of Association (C.c. art.1844-10 and C.com. art. L227-20-1).
In the event of a clause providing for the nullity of a corporate decision in the SAS bylaws, this may be pronounced under the conditions set out in articles 1844-10-1 to 1844-17 of the French Civil Code (C.com art. L227-20-1).
This reform therefore calls for a rethink of clauses providing for the nullity of corporate decisions in SAS bylaws.
Source: Order no. 2025-229 of March 12, 2025 reforming the system of nullities in company law – Légifrance