Jurisdiction over the dissolution of companies, even when the company is a de facto company without legal personality, falls exclusively within the courts of the Member State where the company has its registered office, as determined under private international law rules.
Under French law, in the absence of a statutory seat, one must identify the “real seat,” understood as the place of the company’s effective management, even if the company lacks legal personality.

Cour de cassation, Commercial Chamber, 17 September 2025, Case No. 23-17.595

---

A Dispute Over a De Facto Company

In December 2018, Mr. [S] and Mr. [B] initiated discussions to create a company called Pos Bakerz, which began its activity in practice. They were later joined by Mr. [D] (Portugal), Mr. [E] (United Kingdom), and a British company (The Family).

By March 2020, the parties failed to reach agreement on the capital distribution of the intended company. Mr. [S] considered himself wrongfully ousted from his role as operations manager. He served a formal notice on the others, claiming unfair exclusion and seeking dissolution of this de facto company.

Subsequently, in March 2020, Mr. [E] incorporated a company in Estonia under the name Stakin Oü.
In August 2021, Mr. [S] brought proceedings in France to seek the dissolution of Pos Bakerz.

French or Estonian Jurisdiction?

In response, the defendants challenged the jurisdiction of French courts, relying on Article 24(2) of Regulation (EU) No. 1215/2012, which confers exclusive jurisdiction on the courts of the Member State where the company has its seat, in matters of validity or dissolution.

The Versailles Court of Appeal (30 May 2023) nevertheless upheld French jurisdiction. It excluded the application of Article 24 and instead relied on Article 8(1) of the same regulation, holding that because the company’s seat could not be identified, jurisdiction was established on the basis that one of the defendants was domiciled in France, and the claims were closely connected.

The Supreme Court’s Ruling: Real Seat in France

The matter reached the Cour de cassation.
The Supreme Court confirmed French jurisdiction but corrected the reasoning.

It held that jurisdiction must be based on Article 24(2) of EU Regulation 1215/2012, the exclusive jurisdiction rule for company dissolution. According to the Court, the company’s seat must be determined under French private international law.

Quoting its prior case law (1st Civil Chamber, 4 March 2020, No. 18-24.646), the Court recalled that international jurisdiction of French courts is determined by extending internal jurisdictional rules, subject to adjustments required by international considerations.

It then found that Messrs. [S] and [B] had effectively managed the de facto company, and both resided in France at the relevant time.
Accordingly, the Court held that “in the absence of a statutory seat, the real seat, understood as the place of effective management of the company without legal personality (Pos Bakerz), was located in France.”

As a result, Article 24(2) of the Brussels I bis Regulation applied, since the de facto company had to be attached to a real seat, which was in France.

Analysis

This decision reaffirms that the exclusive jurisdiction rule under Article 24(2) of Brussels I bis also applies to de facto companies lacking legal personality. This aligns with previous UK case law, which had applied Article 24 to English partnerships without legal personality.

The ruling further clarifies how to localize a company without legal personality or a statutory seat: the real seat is the place of effective management (residence of managers, exercise of management functions, operational activities).

The Court thereby reinforces an objective connecting factor, preventing forum-shopping strategies and securing the jurisdiction of French courts for disputes over the dissolution of de facto companies whose activities were effectively directed from France.

This solution provides welcome clarification, centralizing disputes at the company’s real seat and limiting attempts by partners to shift litigation abroad.

By Olivier Vibert,
Attorney at Law, Paris