Transfer of Shares: Heirs Are Not Third Parties Opposable to Publication

Imagine: you buy the shares of a civil real estate company (SCI) from a neighbour in Villeneuve-d'Ascq. The deed is signed, the price paid. But on his death, his heirs challenge the sale, arguing that it was not published. You risk losing your shares. This situation is experienced by hundreds of owners each year.

The central question: can an heir rely on the failure to publish a share transfer to render it unenforceable? In other words, does the publication formality (which aims to inform third parties) also protect the heirs of the seller?

The Court of Cassation, in a judgment of 21 May 2025 (No. 23-10.119), answers in the negative: heirs are not third parties within the meaning of the publication obligation. They cannot therefore contest a valid transfer on the ground that it was not published. A decision that secures purchasers and clarifies a often disputed point.

The Facts: A Story Like Many Others

Mr [H] [R], owner of 33 shares in the SCI Vertour, transferred them to his son [T] [R] in 2015. The deed was signed but not published at the Trade and Companies Register (RCS). A few years later, [H] died. His other heirs – [T]'s siblings – discovered the transfer and contested it: according to them, for lack of publication, the transfer was unenforceable against them. They therefore demanded the reintegration of the shares into the estate.

The Tribunal de Grande Instance of Lille, then the Douai Court of Appeal, upheld their claim: they considered that the heirs, as third parties, could rely on the failure to publish. [T] [R] appealed to the Court of Cassation. The case was decided on 21 May 2025.

The dispute illustrates a classic family conflict in SCIs, very common in the Nord region for managing real estate assets. In Loos, as in Villeneuve-d'Ascq, these companies allow property to be transferred without dividing it. But the publication formality is often neglected, creating disputes.

The Court's Reasoning — Analysed

The Court of Cassation quashed the appeal judgment. It relied on three texts: Articles 724, paragraph 1, 1122 and 1865 of the Civil Code. Article 724 provides that heirs are automatically vested with the deceased's property: they continue the person of the deceased. Article 1122 (in its version prior to the 2016 ordinance) specifies that what is stipulated for the deceased also applies to his heirs, unless otherwise agreed. Article 1865 (old) requires the publication of share transfers.

The reasoning is as follows: heirs are not third parties in relation to the deceased. They succeed him as universal successors. However, the publication of share transfers aims to inform third parties (creditors, other shareholders, etc.) of the change in shareholding. Heirs, stepping into the shoes of the transferor, cannot rely on this formality to contest a deed that their author validly concluded.

This is a confirmation of case law: already in 2016 (Civ. 3e, 13 October 2016, No. 15-20.123), the Court held that heirs are not third parties. But here, it reaffirms it forcefully, explicitly citing the three texts. The solution is logical: allowing heirs to contest a transfer by invoking a failure to publish would render the transfer ineffective, which would go against the deceased's wishes.

What This Changes for You — Concretely

For the purchaser of shares (transferee): you are protected. Even if the transfer has not been published, the seller's heirs cannot challenge it. However, note: publication remains useful to enforce the transfer against other third parties (creditors, banks). Example: in Loos, Mr Martin buys the shares of the family SCI from his father. No publication. On the father's death, his other children want to recover the shares. Thanks to this judgment, the transfer stands. Saving: €50,000 worth of shares saved.

For the seller and his heirs: if you inherit, you cannot contest a transfer made by your author solely on the ground that it was not published. However, if the transfer is fraudulent (e.g., sale at an undervalue), you can act on another basis (action for nullity for fraud or lesion).

For the notary or lawyer: remind your clients that publication is a security formality, but its absence does not render the transfer void between the parties. However, to avoid any dispute, it is better to carry it out.

Four Tips to Avoid This Type of Dispute

• Publish the transfer systematically: at the RCS, within one month of signing. Cost: approximately €50. This avoids any challenge by third parties (creditors, other shareholders).
• Draft a detailed written deed: date, price, identity of parties, number of shares. Writing is mandatory (former Article 1865). A private deed is sufficient, but a notarial deed provides enhanced evidentiary value.
• Inform the other shareholders: in an SCI, the transfer must be notified to the company and the other shareholders. An omission can be contested by them, even if publication has taken place.
• Keep all proof of payment: bank transfer, cheque, receipt. In case of dispute, proof of payment of the price is essential to demonstrate the reality of the transfer.

Further Reading: Related Case Law and Developments

This decision is part of a consistent line. The Court of Cassation has already held (Civ. 3e, 13 October 2016, No. 15-20.123) that heirs are not third parties for contesting a share transfer. It also specified (Com., 10 July 2018, No. 17-17.456) that publication is not a condition of validity of the transfer between the parties, but a condition of enforceability against third parties.

The trend is therefore clear: the Court protects the legal security of transfers made in good faith, even in the absence of formalities. Conversely, heirs must act on other grounds (fraud, mistake, lesion) if they believe the transfer is fraudulent. In the future, it is likely that the Court will further clarify the conditions of enforceability against other shareholders, but on this point, the solution is settled.

Frequently Asked Questions

• Can an heir contest an unpublished share transfer? No, according to this judgment, the heir is not a third party and cannot rely on the failure to publish.
• Is the transfer valid without publication? Yes, between the parties. Publication is only necessary to enforce it against third parties (creditors, other shareholders).
• What if I am an heir and discover a suspicious transfer? You can bring an action for nullity for defect of consent (fraud, mistake) or for rescission for lesion, but not on the ground of failure to publish.
• What is the deadline for publishing a share transfer? Ideally, within one month of signing. After this period, you can still publish, but late interest may apply.
• Can I sell my shares without a notary? Yes, a private deed is sufficient. However, a notary will advise you and ensure publication.

Are you in a similar situation? A first 30-minute consultation with Maître Zakine (€45) can save you months of proceedings — and often much more. Book an appointment →