Aller au contenu principal
The shareholders of a company do not have
Droit Immobilier

The shareholders of a company do not have

📅 Decision of 22 May 1991🔄 Updated on 6 October 2026⚖️ Cour de cassation👁️ 12 views📖 2 min read

The shareholders of a company do not have standing to dispose of the company's assets. The Court of Appeal therefore violates Article 5 of the Act of 24 July 1966 when, in order to allow the claim for payment of three promissory notes brought by the sellers of shares in a limited liability company operating a fish farm, it holds that, although their action for payment was time-barred, the agreement for the sale of shares provided that the price did not include the value of the stock, which was paid by the purchaser of the shares who became the manager of the company and who subscribed the disputed promissory notes which had no other cause than the price of the disputed stock.

Reference decision: Cass. • No. 89-21.509 • 22 May 1991 • View the decision →

This decision sheds important light on your real estate law. Here is what it changes for you.

The situation

The shareholders of a company do not have standing to dispose of the company's assets. The Court of Appeal therefore violates Article 5 of the Act of 24 July 1966 when, in order to allow the claim for payment of three promissory notes brought by the sellers of shares in a limited liability company operating a fish farm, it holds that, although their action for payment was time-barred, the agreement for the sale of shares provided that the price did not include the value of the stock, which was paid by the purchaser of the shares who became the manager of the company and who subscribed the disputed promissory notes which had no other cause than the price of the disputed stock.

What the law says

This decision confirms the fundamental principles of property law.

Key takeaways

  • Strictly comply with statutory time limits for bringing an action
  • Keep all your supporting documents (deeds, instruments, correspondence)
  • Be proactive: preventive advice is always cheaper than litigation

For an analysis of your situation: 30-minute consultation at €45 with Maître Zakine.

📌 Does this apply to your situation? Maître Cécile Zakine, French real estate lawyer, practises throughout France.
→ Prendre RDV pour une consultation droit du travail  |  → Browse all our legal articles

Legal information

  • Number: 89-21.509
  • Court: Cour de cassation
  • Decision of: 22 May 1991

Keywords

droit immobilierjurisprudenceimmobilier
Maître Cécile Zakine

About the author

Maître Cécile Zakine — Lawyer at the Alpes-Maritimes Bar, Doctor of Law. Every article in this magazine is based on the analysis of a real court decision, commented and put into perspective by Maître Zakine’s team.

Book an appointment →

Disclaimer: The analysis presented on this site is for informational purposes only and does not constitute personalised legal advice. For advice tailored to your situation, contact a qualified lawyer.

★★★★★4.9/5 — Google Reviews

Does this affect you?

Consult Maître Zakine — lawyer, Doctor of Law. Fast, clear answer.

Book a consultation →

🔒 Confidential · No obligation

📬 Get legal updates

One legal analysis per week, straight to your inbox. Free, no spam.

🔒 1-click unsubscribe · GDPR compliant

★★★★★4.9/5 — Avis Google

Maître Zakine, Doctor of Law

Phone and video consultations available — Fast appointments

Book an appointment
First consultation 30 minutes — €45

🔒 Confidentiel • Sans engagement • Réponse rapide