In the present case, a business Y requested the annulment of the proceedings of the ordinary and special general meeting held by its partner, business X. Business Y claimed that it had been deprived of its rights as a partner.

The Court of Appeal granted the requests of business Y and annulled the deliberations of the General Assembly on the ground that business Y had not participated in or voted in those assemblies. Until now, this reasoning was followed only for SARLs. Business X appealed on a point of law.

The Cour de Cassation follows the reasoning of the Cour d’appel and holds that, from now on, for the SAS, decisions (acts or deliberation of a general meeting) taken in breach of the statutes of the business may be annulled. Such annulment may be requested where the infringement of the statutes is such as to influence the outcome of the decision-making process.

Until now, only the violation of a mandatory provision (Book II of the Commercial Code) or the laws governing contracts could lead to the annulment of the acts or deliberations taken by the bodies of a commercial business (Court of Cassation, Commercial Chamber, 18 May 2010, n°09-14.855).

This judgment therefore provides a significant reversal of case law and elevates the statutory provisions of an SAS to the same level as the legal provisions that it must comply with. The Court's intention is to affirm the binding force of the statutes of the SAS. In that regard, it recalls in the judgment that ‘the organization and operation of the simplified share business are essentially matters of freedom under the Staff Regulations’.