The shareholders of a SAS shall increase its share capital by a majority of one third of the voting rights, in accordance with the articles of association of the business. This capital increase is challenged in court by two members on the ground that it was adopted by fewer votes than a simple majority of the votes cast.

The Court of Appeal dismisses the applicants’ application. In its view, the procedure adopted to increase the capital is legal because it complies with the business' statutes. The applicants appeal on a point of law.

The Court of Cassation quashes and quashes the appeal decision. It holds that a collective decision of the members of a SAS can only be adopted if it brings together the greatest number of votes. Thus, any provision to the contrary contained in the articles of association is deemed unwritten.

The decision to increase the capital of a SAS therefore requires obligatory to secure a majority of the votes. The contested decision is annulled by the Court.