For nearly sixty years, French company law treated nullity as a guillotine: an irregular notice of meeting, a missed information deadline, a disregarded bylaw clause, and annulment followed, with its retroactive effects and its train of consequential nullities. Ordinance no. 2025-229 of 12 March 2025, which took effect on 1 October 2025, reversed that logic. Yesterday, the claimant had to prove the irregularity; today, he must prove that the irregularity was worth annulling for. The burden has changed sides. Six points measure what has actually changed, and what, for disputes arising before the reform, has not changed yet.
1. Nullity is no longer automatic: the triple test under Article 1844-12-1
A judge asked to annul a decision can no longer simply record the irregularity. Article 1844-12-1 of the Civil Code, created by the ordinance, sets three cumulative filters: the claimant must show a grievance arising from harm to the interest the violated rule protects; the irregularity must have influenced the outcome of the decision; and the consequences of nullity for the company’s interest must not be excessive, assessed as of the day the court rules, in light of the harm alleged. These three conditions are cumulative: the claimant must establish the first two, while the third operates more like a defence that the respondent has every interest in documenting with a complete economic file. An empty file convinces no one. The second filter codifies the Larzul II case law (Cass. com., 15 March 2023, no. 21-18.324); the third, however, is a purely French innovation with no equivalent in Directive (EU) 2017/1132, which limits the grounds for nullity without ever conditioning its pronouncement on a balancing test. A shareholder holding 8% of the capital, not convened to a general meeting where a resolution was adopted by 78%, will simply not clear the second filter.
2. The seat of the rules has changed: Articles L. 235-1 to L. 235-14 are repealed
The provisions that had governed nullities of commercial companies since 1966 are purely and simply abolished. Everything is now grouped under Articles 1844-10 to 1844-17 of the Civil Code, applicable equally to civil and commercial companies. Practitioners who still cite “Article L. 235-1” in their writs are citing a text that no longer exists. About thirty articles of the Commercial Code, however, expressly exclude the triple test through the formula “Article 1844-12-1 of the Civil Code does not apply,” notably for the composition of the governing bodies of public limited companies, statutory auditors, or the approval of accounts, so that nullity there remains automatic as soon as the irregularity is established. Checking whether the violated text falls among these exclusions is one of the most valuable exercises, and the most commonly practiced, in company litigation. Outside these exclusions, by contrast, nullity litigation now resembles ordinary commercial litigation: one must produce the vote count, the agenda, and proof that the outcome could have been different, not merely a late notice of meeting. The defect is no longer enough; proof of harm is required.
3. The SAS shifts to a contractual regime: the trap of bylaws predating October 2025
This is the most dangerous point of the reform. The fourth paragraph of Article L. 227-9 of the Commercial Code, the basis of the Larzul II case law, is repealed: absent an express bylaw clause, a breach of a SAS’s bylaws is no longer sanctioned by nullity. The new Article L. 227-20-1 does allow it to be reintroduced, but only if the bylaws expressly provide for it, and tens of thousands of bylaws drafted before October 2025 now lack that clause. The Cour de cassation also held, in a ruling of 11 February 2026 handed down under the former law but directly transposable (Cass. com., nos. 24-18.524 and 24-19.883), that nullity based on the former Article L. 227-9, paragraph 4, was an absolute nullity, open to any interested party. That absolute nullity no longer exists. Any company incorporated before the reform should therefore audit its bylaws and consider an amendment to restore the sanction that until now protected its shareholders.
4. Time limits have shortened, sometimes drastically
The ordinary limitation period for nullity actions drops from three years to two, running from the day the nullity arose (Article 1844-14 of the Civil Code). A capital increase can no longer be challenged beyond three months from the meeting or the contested decision (Article L. 225-149-4 of the Commercial Code); in listed companies, the action becomes inadmissible as soon as the transaction is completed (Article L. 22-10-55-1); a merger or demerger is time-barred after six months from the last registration with the trade and companies register made necessary by the transaction (Article L. 236-2-1). Only a bylaw clause deemed unwritten escapes any limitation period (Article 1844-10, paragraph 2). Acquisition audits and due diligence must be recalibrated accordingly: a defect that could once be invoked for three years may now be time-barred within a few weeks.
5. Regularisation is defence weapon no. 1, but it has an expiry date
Article 1844-11 of the Civil Code provides that the nullity action is extinguished when the cause has ceased to exist by the day the court rules on the merits at first instance. In the ruling of 11 February 2026 already cited, nicknamed “Larzul III,” the Commercial Chamber held that regularising a corporate decision bars nullity only if it occurs before the court rules on the merits at first instance: regularising on appeal is now useless. The defence timeline therefore plays out between service of the writ and judgment; a respondent who discovers the irregularity during proceedings must convene a regularisation meeting without waiting for the outcome of the case. The ordinance has also removed the exception that excluded regularisation where the corporate purpose was unlawful: no ground for nullity now escapes it.
6. Two bodies of rules coexist: no ruling has yet applied the new regime
All the case law handed down between 2023 and 2026, including the Larzul II and Larzul III rulings extensively cited in this guide, was decided under the law predating the reform. Disputes arising from irregularities committed before 1 October 2025 will continue to be judged under the former law for several years yet, the ordinance containing almost no transitional provisions of its own. Two practical consequences follow. First, cascading nullities are now neutralised for the future by the new Article 1844-15-1 of the Civil Code, which provides that the nullity of the appointment of a corporate officer no longer entails, absent a contrary provision, the nullity of the decisions that officer took, a concrete benefit in mergers and acquisitions. Second, the court now has a second lever, modulating the effects of nullity over time (Article 1844-15-2), which a serious defence should systematically raise in the alternative to an outright refusal of nullity.
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