The Order No. 2025-229 dated 12 March 2025 has significantly revised the rules governing nullity in corporate law. It came into force on 1 October 2025. Here are its main contributions.
The reform introduced a “triple test” in Article 1844-12-1 of the French Civil Code. Thus, in order for a judge to declare a corporate decision null and void, three conditions must be met: (i) the claimant must have a personal interest in seeking the nullity of the decision, (ii) the irregularity of the decision must have real influence, and (iii) the annulment of the decision must not lead to excessive consequences for the company. This prevents annulment based on pure formalities.
In addition, the order adds flexibility to the effects of nullity. For example, an error in the designation of a corporate body no longer automatically results in the annulment of decisions taken by that body (Article 1844-15-1 of the Civil Code). The judge may also delay the effects of nullity if their immediate application is detrimental to the company’s interests.
Finally, the time limit for bringing an action for nullity of a corporate decision is reduced from three to two years.
The reform is part of a general effort to “secure corporate decisions and limit the nullities that may affect them”.
Ordonnance n° 2025-229 du 12 mars 2025 portant réforme du régime des nullités en droit des sociétés.
