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Resolve a Shareholder dispute in a french company
French law gives a shareholder in conflict a defined set of remedies — nullity of abusive resolutions, court-ordered expertise, interim administration, removal of the manager, forced valuation of shares, dissolution as a last resort. The right one depends on your percentage, the bylaws ("statuts"), any shareholders' agreement ("pacte d'associés"), and what you want: to stay, to exit at value, or to take control. Petroff Avocats identifies the remedy, delivers the assessment in English, and conducts the proceeding in France.
- Shareholders are not powerless: abuse of majority or miniority ("abus de majorité ou minorité" - when a majority or minority shareholder blocks a resolution) voids resolutions passed against the company's interest, and qualified minorities can obtain a court-ordered management expertise
- A deadlock can be resolved without destroying the company: A court can appoint an agent to carry one blocked decision, or an administrator to run the company while the dispute lasts. Dissolution for shareholder conflict ("dissolution pour mésentente") under Article 1844-7 of the Civil Code remains the last resort
- Most shareholder disputes end with one side buying the other out. If the parties cannot agree on the price, an independent expert fixes the value of the shares under Article 1843-4 of the Civil Code, and that valuation binds both sides
Petroff Avocats· 182 rue de Rivoli, 75001 Paris · RCS Paris 814433470 · Toque #C2396
Why it matters
When a Shareholder Dispute Needs a Lawyer?
A shareholder dispute becomes a legal matter when it starts harming the other shareholders or the company's own interests. The most common triggers:
- Dividends are withheld — profits are retained year after year while the majority pays itself through salaries or management fees
- A shareholder is pushed out of management — removed as director or manager, cut off from decisions, while remaining locked in as a shareholder
- A minority is diluted — a capital increase engineered at a low valuation to shrink a shareholder's percentage and rights
- Information is refused — accounts, contracts or minutes shareholders are entitled to see are simply not provided
- Decisions are taken irregularly — meetings held without proper notice, an incomplete agenda, or votes outside the required majority
- The manager serves himself — undisclosed contracts between the manager and the company, excessive remuneration, or company assets used privately
- A co-shareholder competes with the company — diverting clients, staff or opportunities to another structure
- The company is deadlocked — a 50/50 partner blocks every decision and the business grinds to a halt
- An agreed exit is no longer honoured — a buyout, a transfer or a shareholders' agreement the other side refuses to perform
- A shareholder wants out, and there is no way out — no buyer, no exit clause, and a majority with no reason to offer a fair price
Time matters. The action to annul a corporate decision prescribes three years from the decision; the liability action against a manager prescribes three years from the harmful act or its revelation. Each general meeting that passes unchallenged narrows the remedies — and evidence secured today is stronger than evidence reconstructed at trial.
What you receive
What a Shareholder Dispute Engagement Includes
The engagement covers the legal analysis, the strategy and its execution, whether the dispute settles or is judged:
- The written assessment — a written analysis of the shareholder's position, the other side's exposure, the available remedies and their realistic outcomes, delivered in English
- The evidence phase — exercise of information rights, written questions to management, a court-ordered management expertise, evidence measures under Article 145 of the Code of Civil Procedure
- The negotiation — formal demands and settlement negotiations conducted from a litigation-ready position, on exit price, governance or both
- The interim measures — summary proceedings ("référé"), appointment of an ad hoc agent or a provisional administrator where the company itself is at risk
- The proceedings — nullity of abusive resolutions, damages, the liability action against the manager, judicial removal, dissolution as a last resort, before the commercial court
- The closing — the settlement agreement ("transaction"), the share transfer and its formalities, the expert valuation where the price is disputed, or enforcement of the judgment
How we work
How We Help You Resolve a Shareholder Dispute ?
We assess your position and the other side's exposure
The bylaws ("statuts"), any shareholders' agreement ("pacte d'associés"), the corporate record and the accounts, read against your shareholding — concluded in a written opinion in English stating the remedies, their prospects and their cost.
We secure the information and the evidence
Shareholder information rights, written questions to management, a court-ordered management expertise ("expertise de gestion") where a qualified minority holds it, and evidence measures under Article 145 of the Code of Civil Procedure before any trial.
We negotiate from a litigation-ready position
Most shareholder disputes end in a negotiated exit. The terms obtained reflect the strength of the case that would otherwise be filed — which is why the case is built first.
We protect the company where it is at risk
Summary proceedings for urgent measures; an ad hoc agent ("mandataire ad hoc") to unblock a specific decision; a provisional administrator ("administrateur provisoire") where the functioning of the company is paralysed and its interests in imminent peril.
We litigate on the merits
Nullity of resolutions for abuse of majority, damages, the company's action against the manager ("action ut singuli"), judicial removal of the manager for legitimate cause, dissolution for paralysing disagreement as the last resort.
We close the dispute
A settlement agreement ("transaction") that actually ends the litigation, the share transfer and its registrations, expert valuation under Article 1843-4 of the Civil Code where the price is disputed, or enforcement of the judgment.
What we need from you
What We Need to Analyse and Resolve Your Shareholder Dispute
We will need the following documents and information:
The bylaws ("statuts") and any shareholders' agreement ("pacte d'associés")
We review both to establish the transfer restrictions, exit mechanisms, governance, shareholder rights and majority requirements for decision-taking or judicial action.The corporate record
Convening notices ("convocations"), agendas, minutes and resolutions of the recent years. Nullity and abuse claims are built — and lost — on these documents, and the three-year prescription runs decision by decision.The accounts and the flows
Approved accounts, dividend history, management remuneration, regulated agreements ("conventions réglementées"). Where value is leaving the company, the accounts show the route. We analyse these flows and, where they raise defined management questions, advise on seeking a court-ordered management review ("expertise de gestion").Your objective
To stay and govern, to exit at value, or to take control. Each objective carries its own remedies, calendar and negotiating posture; the strategy is built on the objective you choose, measured against our analysis of your position and its risks.
Transparent, Fixed Fee
What Resolving a Shareholder Dispute Costs
One fee for the legal work, quoted per phase — assessment, negotiation, proceedings — once we know the shareholding, the documents and the objective. Outside costs are billed separately.
Included In The Fee
€On quote
confirmed after scoping
- The written assessment of position and remedies
- The strategy and the negotiation it supports
- Formal demands and pre-litigation correspondence
- The procedural documents and representation at hearings
- The settlement or transfer documentation
- Enforcement of the judgment or of the settlement
Billed Separately, At Cost
Billed Separately, At Cost
- Court fees
- Service of documents and findings by bailiff ("commissaire de justice")
- The fees of any court-appointed expert
- Sworn translations of foreign documents
- Enforcement agents' costs
Note: a court may also award costs against the losing party under Article 700 of the Code of Civil Procedure — in either direction.
Why Choose Us
How Petroff Avocats Handles Shareholder Disputes?
From Analysis to Dispute Resolution
We assess the dispute under French company law and answer the questions a foreign shareholder or board actually asks:
- what leverage exists,
- what it will cost and how long it will take, and
- what the realistic end-states are.
Lawyer registered with the Paris Bar
Understanding French law on Shareholder Disputes
What French Law Gives a Shareholder in Conflict?
Abuse of majority / Minority
Resolutions against the company's interest are void
A resolution passed contrary to the company's interest and for the sole purpose of favouring the majority to the detriment of the minority is an abuse of majority ("abus de majorité"): the courts annul it and award damages. The recurring example is the systematic allocation of profits to reserves, year after year, without corporate justification, while the majority remunerates itself through salaries or fees.
The abuse of minority ("abus de minorité") is its mirror: a minority blocking, against the company's interest and to serve its own, a decision essential to the company's survival — the classic case is a legally required capital increase. The court cannot vote in the minority's place, but it can appoint an agent ("mandataire") to cast the vote in the company's interest, and award damages against the blocking shareholder.
The manager
Removal and liability are judicial remedies
In the SARL, any shareholder may ask the court to remove the manager ("gérant") for legitimate cause. In every form, the manager answers for management faults: the company's own action can be exercised by a shareholder on its behalf ("action ut singuli"), and the liability action prescribes three years from the act or its revelation. Regulated agreements concluded without the required approval engage the manager's liability for their harmful consequences.
Blocked Share Transfer
A refused approval of share transfer obliges the company to redeem the shares
Bylaws ("statuts") commonly subject any transfer to a third party to prior approval ("agrément"). In the SARL it is imposed by law: the transfer requires the consent of a majority of the shareholders representing at least half the shares, and the company's silence for three months from the last notification counts as consent (Article L. 223-14 of the Commercial Code). Where the bylaws or the shareholders' agreement ("pacte d'associés") add a pre-emption right ("droit de préemption"), the shares must first be offered to the other shareholders on the terms that clause fixes.
Refusal does not trap the seller. In the SARL, provided the shares have been held for two years, the other shareholders must acquire them or the company must redeem them by reducing its capital, within three months of the refusal; where the price is disputed it is set by an expert under Article 1843-4 of the Civil Code. In companies limited by shares the mechanism is the same under Article L. 228-24 — three months to procure a buyer, failing which approval is deemed given, subject to a court extension. The seller may withdraw at any point before the sale is completed.
Information and expertise
A minority shareholder can force the company's books open
Every shareholder holds information rights before meetings; written questions can be put to management on any act of management. A qualified minority — 5% in companies limited by shares, 10% in the SARL — may seek a court-ordered management expertise ("expertise de gestion") on defined management acts. Before any trial, Article 145 of the Code of Civil Procedure allows evidence to be seized or preserved where there is a legitimate reason to establish facts on which a future case may depend.
Courts and calendar
Weeks for protection, months for the merits
Interim measures are obtained in summary proceedings within weeks. An action on the merits before the commercial court runs its course in months to a few years depending on expertise and appeal; a settlement ("transaction") can close the dispute at any point and, properly drafted, bars its reopening. Where the bylaws or the shareholders' agreement contain an arbitration clause, it displaces the state courts.
FORCING A MEETING
A manager who will not convene can be replaced by a court-appointed agent
In the SARL, shareholders holding half the shares — or a tenth of the shareholders holding a tenth of the shares — may demand that a meeting be convened, and shareholders holding 5% may have points or draft resolutions placed on the agenda (Article L. 223-27 of the Commercial Code). The agenda matters as much as the meeting: a resolution that is not on it cannot be voted.
Where the demand is ignored, any shareholder may apply to the president of the commercial court for an agent ("mandataire") to convene the meeting and set its agenda; in companies limited by shares that route is open to shareholders holding 5% of the capital, and to any interested party in case of urgency (Article L. 225-103). The courts apply a single condition — that the meeting serve the company's interest. Deliberations of an irregularly convened meeting may be annulled, unless every shareholder was present or represented.
Deadlock
50/50 is a legal situation with legal exits
Where shareholders are locked, French law escalates: an ad hoc agent ("mandataire ad hoc") for a specific blocked decision; a provisional administrator ("administrateur provisoire") where the company's functioning is paralysed and its interests in imminent peril; and dissolution under Article 1844-7, 5° of the Civil Code for a disagreement between shareholders paralysing the company's functioning — refused, by settled case-law, to the shareholder who caused the paralysis.
The exit
No one is required to remain a shareholder at any price
Most disputes end in a transfer. Where the parties agree on exit but not on price, Article 1843-4 of the Civil Code provides for valuation by an expert whose determination binds the parties. Where the bylaws or the shareholders' agreement contain a buy-sell or exclusion mechanism, it is executed; where nothing is agreed, the transfer is negotiated — against the background of the remedies above.
Its force comes entirely from the drafting. In the SAS ("société par actions simplifiée") the clause can sit in the bylaws ("statuts") themselves; in the SARL it is placed in a shareholders' agreement ("pacte d'associés") as cross-promises to buy and to sell. Either way it must fix the trigger, the notice period, the time to respond, the payment terms and any period during which it cannot be invoked, and it must not leave one shareholder bearing the whole of the loss — Article 1844-1 of the Civil Code voids a leonine clause ("clause léonine"). Drawn on those terms, the promise is enforceable in kind.
THE SHOTGUN CLAUSE
One shareholder sets the price, the other chooses whether to buy or sell
A shotgun clause ("clause américaine", also called a buy-or-sell or "clause d'offre alternative") ends a deadlock without a judge. One shareholder serves an offer at a price of their own choosing; the other has a fixed period to either sell their shares at that price or buy the offeror's shares at the same price. The party naming the price does not know which side of the transaction they will end up on, and that is what disciplines the figure.
FOREIGN SHAREHOLDER, FRENCH COMPANY
French law governs the company, whatever the agreement provides
A company whose registered office is in France is governed by French law (Article 1837 of the Civil Code, Article L. 210-3 of the Commercial Code). Where the Brussels I bis Regulation applies, Article 24(2) gives the French courts exclusive jurisdiction over the validity of the company's constitution and of the decisions of its organs. A shareholders' agreement may carry its own governing law and its own forum; neither displaces that rule. The agreement binds the parties wherever it directs, while the resolution it was meant to control is judged in France under French law.
The corporate claim and the contractual claim therefore proceed before different courts and under different laws, and are conducted as a single strategy. We handle the French proceedings, coordinate with the group's advisers abroad, and deliver our conclusions to the board in English.
Your French Registered Lawyer
Mariela Petrova
Lawyer registered with the Bar of Paris
Toque #C2396
15+ Years In Corporate Practice
English · French
Mariela advises shareholders and investors in French SARL, EURL and SAS companies, and their foreign parents, on shareholder disputes — abuse of majority, deadlock, manager removal and liability, enforcement of shareholders' agreements, negotiated exits and litigation before the French commercial courts — for clients based in the US, UK, UAE, Australia...
Practice Areas
How we help
- Assessment of the shareholder's position and remedies
- Abuse of majority and abuse of minority actions
- Deadlock: interim administration and dissolution
- Removal and liability of the manager
- Enforcement of shareholders' agreements
- Negotiated exits and share valuations
Remember
Key takeaways
- A resolution passed against the company's interest to favour the majority is void for abuse of majority — and damages follow.
- Qualified minorities can force the books open: management expertise at 5% (share companies) or 10% (SARL), and Article 145 evidence measures before any trial.
- Deadlock escalates through defined instruments — ad hoc agent, provisional administrator, dissolution for paralysing disagreement as the last resort.
- The manager can be judicially removed for legitimate cause and answers for management faults; the liability action prescribes in three years.
- Shareholders' agreements are specifically enforced under French law since the 2016 reform — including buy-sell and leaver mechanisms.
- Where exit is agreed but price is not, an Article 1843-4 expert fixes the value and binds the parties.
Common Questions
Statutory auditors in SARL — Q&A
Information rights before every meeting; written questions to management; the vote, protected by the abuse-of-majority doctrine; a court-ordered management expertise at 5% of the capital in companies limited by shares or 10% in the SARL; the company's liability action against the manager, exercisable by any shareholder on its behalf; and evidence measures under Article 145 of the Code of Civil Procedure before any trial. A minority cannot direct the company — but it can force transparency, annul abusive decisions, and make misconduct expensive.
Abuse of majority ("abus de majorité") is the French doctrine voiding resolutions passed contrary to the company's interest and for the sole purpose of favouring the majority shareholders to the detriment of the minority — both elements are required. The classic case is the systematic retention of distributable profits without corporate justification while the majority remunerates itself by other routes. The sanction is nullity of the resolution and damages; the action prescribes three years from the decision. Abuse of minority ("abus de minorité") is its mirror: a minority blocking, against the company's interest and to serve its own, a decision essential to the company's survival — typically a legally required capital increase. The court cannot vote in the minority's place, but it can appoint an agent ("mandataire") to cast the vote and award damages against the blocking shareholder.
Not by statute alone: French law has no general oppression buyout. Forced transfers rest on the bylaws or the shareholders' agreement — buy-sell provisions, exclusion clauses, drag and tag rights — which the courts specifically enforce. Absent such clauses, the exit is negotiated, and the remedies for abuse, liability and deadlock are the leverage. Where exit is agreed and only price is disputed, an expert appointed under Article 1843-4 of the Civil Code fixes the value bindingly.
The court can appoint an ad hoc agent to carry a specific blocked decision, or a provisional administrator to run the company where its functioning is paralysed and its interests in imminent peril. If the paralysis is durable, any shareholder — except the one who caused it — may seek dissolution under Article 1844-7, 5° of the Civil Code. In practice the credible availability of dissolution is what produces the negotiated buyout.
In the SARL, any shareholder may ask the court to remove the gérant for legitimate cause, whatever the majority's position. In all forms, the manager is liable for breaches of law, of the bylaws, and for management faults; where the company will not sue its own manager, a shareholder may exercise the company's action on its behalf. The action prescribes three years from the fault or from its revelation where it was concealed.
By an expert under Article 1843-4 of the Civil Code, appointed by the parties or, failing agreement, by the court. The expert's valuation binds the parties save gross error. Where the bylaws or the shareholders' agreement fix a valuation method for the transfer in question, the expert applies it.
Protective measures — evidence seizure, ad hoc agent, provisional administrator — are obtained in summary proceedings within weeks. The merits take longer: months to a few years with expertise and appeal. A settlement ("transaction") can end the matter at any stage and bars its reopening. The calendar is a strategic instrument: the party with protection in place negotiates differently.
Generally yes as between its signatories, and since the 2016 contract-law reform specific performance is the principle. But its mechanisms — transfer restrictions, leaver provisions, governance undertakings — interact with mandatory French company law, and clauses drafted for another legal system can fail precisely where they are needed. The enforcement analysis is the first step of any dispute built on a pacte.
Mariela Petrova
Avocate au Barreau de Paris
Toque #C2396
15+ Years In French Corporate Practice
English · French
Ready When You Are
Talk To A French Lawyer In France.
A 20–30 minute call, in English, to scope your matter. No obligation, no preliminary fee. You will leave the call with a clear view of what the work will cover and what it will cost.
Where We Come In
Help With Your French Company
SAS Formation & Registration
Statuts, capital deposit, RNE registration and Kbis — handled end to end, without you setting foot in France.
SAS Statuts & Shareholder Agreement
Governance, transfer restrictions and exit terms drafted before you sign, not after the first disagreement.
Converting a SARL into an SAS
Shareholder approval, statuts rewrite, and the tax and social security consequences of the switch.
SAS Formation & Registration
Statuts, capital deposit, RNE registration and Kbis — handled end to end, without you setting foot in France.
Legal Support
Legal Guidance for International Clients Doing Business in France
French-Business-Law.com is designed for clients who need French legal support in a clear, international and business-focused format. We help you understand the legal issue, prepare the right documents and move forward with practical next steps.
Mariela
Petrova
FRENCH CORPORATE LAWYER, Paris, France
Mathieu
Cochet
French Lawyer — Barreau de Grasse, France
Nevena
Mehandzhiyska
French Notaire — Toulouse, France
Tony
Bazin
French Lawyer — Barreau de Angers, France
Other Matters We Handle
Beyond The SAS
French SARL Incorporation Lawyer
Fixed statutory governance, gérant appointment and the TNS social regime — the SARL route, and when it beats the SAS.
French SASU Incorporation Lawyer
The single-shareholder SAS: same flexibility, lighter formalities, and the obligations that still apply.
French SCI Incorporation Lawyer
The civil property vehicle for holding French real estate — statuts, gérance, and the tax election that decides everything.
French Subsidiary & Branch Lawyer
Filiale or succursale for a foreign group — corporate authority, signatory powers, and what each one exposes the parent to.
Your SAS Articles, Checked Before You File
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