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The judicial resolution of a share transfer restores the transferor to their status as a shareholder by operation of law, with retroactive effect from the date of the summons. It does not matter that the company has not yet re-registered the shares in the company registers: the transferor may validly seek to have the resolutions of the general meeting adopted without his being summoned declared null and void.
Court of Cassation, Commercial, Financial and Economic Chamber, 17 December 2025, No. 24-12.019
The dispute is between two brothers. In December 2017, Mr [T] [B] acquired all the shares in the company [B], which became CBIMF, from Mr [O] [B]. As the price had not been paid in full, the transferor brought proceedings in 2019 to rescind the transfer. In a judgment dated 6 November 2020, amended in April 2021, the termination was pronounced and the company was asked to amend its share registers.
In the meantime, two general meetings were held on 7 April and 25 June 2020, without Mr [O] [B] being summoned. Mr [O] [B] then sought to have the deliberations declared null and void, claiming that his rights as a shareholder had been violated.
The defendant companies objected on the grounds that, in their view, Mr [O] [B] did not have standing to sue because he was not re-registered as a shareholder in the company registers on the date of the disputed meetings. The Paris Court of Appeal rejected this argument. The appeal argued that, in joint-stock companies, only the registration of securities in the account allows a person to claim shareholder status and, therefore, the right to take legal action.
The Court of Cassation clearly rejected this analysis.
It recalled the principle laid down in Article 1229 of the Civil Code: judicial rescission terminates the contract and takes effect, unless otherwise provided, on the date of the summons.
Applied to the transfer of shares, this mechanism implies that the transferor is retroactively reinstated in his rights as a shareholder from that date.
As a result, shareholder status exists independently of the physical re-registration of the shares in the company registers or individual accounts. These formalities, while necessary for enforceability and the proper conduct of company business, do not condition the very existence of the right, when it results directly from the retroactive effect of a court decision.
Therefore, Mr. [O] [B] did indeed have standing and an interest in seeking the annulment of the general meetings held without his being convened. The argument that the absence of re-registration deprived the transferor of all shareholder rights was deemed unfounded.
The Court thus confirmed the annulment of the meetings and the subsequent amendments to the articles of association, as well as the publicity measures ordered.
This decision, which is perfectly legitimate from a legal standpoint, represents a significant practical difficulty.
A company involved in a dispute over a transfer of shares risks being paralysed for the duration of the dispute. It will be difficult to convene meetings given the uncertainty surrounding the identity of shareholders, which will be effective retroactively without being subject to re-registration of the shares.
By Olivier Vibert,
Lawyer at the Paris Bar Association