Une cession de parts sociales est

Application pratique:

Under this 2007 Cour de cassation ruling, a share transfer is enforceable against third parties as soon as the updated bylaws recording the transfer are published, even without filing the deed itself at the registry. The buyer should therefore verify that the published bylaws clearly name them as the new shareholder and reflect the correct percentage, rather than assuming the deal is incomplete because of the missing registry filing. Request a certified copy of the filed bylaws (statuts mis à jour) from the registry or the company manager before paying, and keep that document as proof of ownership against future claims from other shareholders or creditors.

Application pratique:

This case law confirms that publishing the updated bylaws naming the nephew as shareholder is sufficient to make the transfer binding on the brother and the SCI itself, regardless of whether the transfer deed was separately filed. The landlord should present the registry extract (extrait K-bis) and published bylaws as conclusive proof of the nephew's status, and formally notify the brother in writing (mise en demeure) that his refusal to recognise the nephew's voting and income rights is unlawful. If the brother persists, the nephew can bring an urgent court action (référé) to be reinstated in his shareholder rights without needing to produce the original transfer deed.

Application pratique:

Applying this ruling, the notary can treat the daughter as the valid shareholder for the purposes of authorising the sale, since publication of the amended bylaws alone makes the transfer opposable to third parties, including the notary and future buyers. The notary should order an up-to-date registry extract confirming the bylaws' filing date and shareholder names, and reference this in the deed of sale to protect the transaction from later challenge. If any doubt remains about the transfer's validity, the notary should still request the underlying transfer deed or a notarised attestation from the father, as a precaution even though it is not legally required for opposability.