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Reform of the nullity regime in business law: what changes on 1 October
Publié le 21 mars 2025 - Mise à jour le 29 septembre 2025 - Directorate of Legal and Administrative Information (Prime Minister)
In order to enhance legal certainty, an Ordinance that enters into force on 1er october 2025 reforms the nullity regime in business law. Analysis.
Following consultations with professionals, practitioners and company representatives, the Ordinance of 12 March 2025 amends the nullity regime in business law and brings together the provisions relating to this regime in the Civil Code in order to provide greater clarity.
The objective of this reform is to address the uncertainties and risks inherent in this regime.
It therefore brings several novelties.
Introduction of the triple test for the pronouncement of a nullity
Currently, social decisions are declared invalid automatically.
The Ordinance amends this and introduces a ‘triple test’. Thus, in order for social decisions to be declared invalid, 3 conditions must be met :
- the applicant must prove that the irregularity is detrimental to his interests;
- the irregularity must have influenced the content of the social decision;
- the consequences of the nullity must not be excessive (on the day of its pronunciation).
Modification of the effects of invalidity
In order to preserve the situation of the businesses concerned, the effects of the invalidity are modified by the order of 12 March 2025.
Thus, from the 1er october 2025, the nullity of the appointment, irregular maintenance of a body or a member of a body of the business will no longer train the nullity of the decisions taken by the latter.
It is added that the effects of invalidity may be deferred if the retroactivity of the invalidity of a social decision produces ‘manifestly excessive’ effects for the social interest.
Formerly set at 3 years, the order reduced to 2 years the length of the limitation period in respect of actions for a declaration of invalidity of the business, social decisions subsequent to its formation or contributions.
Nullity for violation of the statutes: important developments
An important change will apply from the entry into force of the Ordinance since from now on, except in the case of legal provisions to the contrary, the violation of the statutes does not constitute a ground for invalidity.
In addition, the order creates the possibility for the SAS: titleContent provide in their statutes for the nullity of social decisions taken in breach of the statutory rules. No action for a declaration of invalidity is therefore possible outside these provisions.