A French company that transfers its registered office to the United Kingdom after Brexit does not automatically lose its legal personality or automatically transfer its assets to the newly created foreign company. The Court of Cassation confirms that, in the absence of a legal framework or a bilateral agreement for cross-border transfers of registered offices, …
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 …
Cass. com., 9 July 2025, No. 24-10.428 and No. 23-21.160 The Court of Cassation has clarified in two rulings the limits and links between statutory provisions and extra-statutory commitments regarding the dismissal of directors in french SAS companies. In SAS companies, the articles of association cannot be circumvented – but the partners may enter into …
Cass. com., 4 June 2025, no. 24-11.580 In this ruling, the Court of Cassation clearly emphasises that the judge cannot substitute his assessment for that of the parties when determining the sale price. This decision reaffirms the formal prohibition on judges setting prices and delimits their powers. Pharmacie Girardeaux had entered into a promise to …
The pre-contractual duty to provide information is strictly limited to information that has ‘a direct and necessary link with the content of the contract or the quality of the parties’ and whose ‘importance is decisive for the consent of the other party’.
Court of Cassation, Commercial Chamber, judgment of 7 May 2025, appeal no. 23-24.041 In this ruling of 7 May 2025, the Commercial Chamber of the Court of Cassation clarified the limits of the control that a judge may exercise over the mission of an expert appointed pursuant to Article 1843-4 of the Civil Code for …
Court of Cassation, Commercial Chamber, 7 May 2025, appeal no. 23-15.931 “The shareholders have an individual right to seek compensation for the damage suffered by the company, which is not affected by the company's concurrent action.” The facts In a ruling handed down on 7 May 2025, the Commercial, Financial and Economic Chamber of the …
Cass. com., 7 May 2025, No. 23-20.471 According to the Court of Cassation, a creditor of a company does not have the right to request the appointment of a provisional administrator for that company. The facts Two foreign companies, The Family Fellowship LLP and The Family Global Godfathers SPC, claimed to be creditors of the …
Cass. com., 12 March 2025, No. 23-23.961 In a ruling dated 12 March 2025, the commercial chamber of the Court of Cassation reiterated that the implementation of a centralised cash pooling agreement, even between companies in the same group, does not in itself allow the transfer of debt from one company to another, unless expressly …
Cass. com., 12 March 2025, no. 23-22.372 In a ruling handed down on 12 March 2025, the commercial chamber of the Court of Cassation confirmed that, under the statutory community of property regime, the husband of a spouse who has made a contribution to a company with joint assets can claim the status of partner …
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