Published in the Journal Officiel on March 13, 2025, Ordinance no. 2025-229 radically reforms the system of nullities in company law, with the aim of simplifying, clarifying and securing corporate decisions.

The ordinance, which will come into force on October 1, 2025, puts an end to the automatic nature of nullities by introducing a new framework for judicial review. From now on, in order for a corporate decision to be annulled, the judge must establish the presence of the following three cumulative elements:

• a genuine grievance raised by the claimant
• the impact of the irregularity on the outcome of the contested decision
• a balance between the consequences of annulment and the interest protected by the breached rule

Additionally, the ordinance introduces mechanisms to prevent cascading nullities, including the preservation of decisions made by an improperly appointed body and the possibility for the judge to adjust the temporal effects of nullity.

This reform is part of a broader movement to modernize company law, aiming to strike a balance between legal certainty and effective corporate litigation.

Ordinance No. 2025-229 of March 12, 2025 Reforming the Nullity Regime in Company Law – Légifrance