French Supreme Court (Cour de cassation), Commercial, Financial and Economic Division, 16 September 2026, n° 24-22.763, Published in the Bulletin
In a section judgment published in the Bulletin, the Commercial Division holds that the action of a non-approved heir for payment of the value of his or her shares, as determined by the expert under Article 1843-4 of the French Civil Code, is subject to the ordinary five-year limitation period running from the filing of the expert report; it also reiterates that, where the articles of association are silent, this value is determined as at the date of the shareholder’s death.
The transfer of shares on death brings two logics into conflict: that of company law, concerned with controlling the entry of new shareholders, and that of succession law, attached to the prerogatives of the heir. Where the company refuses to approve the heir, the heir does not become a shareholder but becomes a creditor for the value of the deceased’s shares, the buyout of which is imposed on him or her. Two questions, as recurrent as they are significant, arise: within what period may the heir claim payment of this value, and as at what date must it be assessed?
In this case, a simplified joint stock company (SAS) was owned in equal shares by a shareholder and two of his children from a first marriage. Following the shareholder’s death on 26 June 2015, his widow, as usufructuary, and his minor son, as bare owner of the shares representing one third of the capital, applied for approval. By a resolution of 16 June 2016, notified on 13 July following, the general meeting refused approval, cancelled their shares and set their redemption value.
Challenging this valuation, the heirs obtained the appointment of an expert under Article 1843-4 of the French Civil Code, whose report was filed on 20 May 2021; they then brought proceedings against the company on 12 July 2021 for determination and payment of the value of their shares. By a judgment of 22 October 2024, the Montpellier Court of Appeal rejected the plea of inadmissibility (fin de non-recevoir) based on limitation and, for the valuation, adopted the date closest to the payout of the shareholders.
A twofold question therefore arose: was the heirs’ action, which amounted to challenging the value set by the company, subject to the shortened regime for the nullity of corporate acts or to the ordinary law of limitation? And should the value of the shares be assessed as at the date of death or as at the date closest to their redemption?
The decision involves two dates that must not be confused: the one that sets the starting point of the limitation period for the action for payment, that is, the moment when the heir can bring proceedings, and the one at which the value of the shares is assessed, that is, the date on which the claim is measured. Dismissing the first ground of appeal and partially quashing on the second, the Commercial Division postpones the starting point of the limitation period to the filing of the expert report (I), while reiterating that the value of the shares is determined, where the articles of association are silent, as at the date of death (II).
I. An action for payment subject to the ordinary five-year limitation period, running from the expert report
The company argued that the heirs’ action, insofar as it challenged the resolution refusing approval and setting the buyout price, was subject to the shortened limitation period for actions for annulment of corporate resolutions (Article 1844-14 of the French Civil Code), running from publication of the resolution. The Commercial Division rejects this analysis: the action for payment of the redemption value, set by the expert under Article 1843-4 following rejection of the proposed value, is merely the consequence of a disagreement on that value and does not involve seeking the annulment of the corporate decision. It therefore falls outside the shortened limitation period and is subject to the ordinary five-year limitation period under Article 2224.
In other words, an heir who claims payment of the price is not challenging the validity of the resolution but drawing its financial consequences. Since the claim does not involve calling the corporate decision into question, the shorter regime governing the nullity of corporate acts does not apply to it.
The Court then approves the Court of Appeal for having postponed the starting point of the period to the filing of the expert report. Until the report is filed, the heir cannot quantify the claim: the heir does not even know the amount of the debt being pursued. In accordance with Article 2224 of the French Civil Code, under which limitation runs from the day on which the holder of the right knew or ought to have known the facts enabling it to act, the period cannot begin before the expert assessment has determined that claim. Mere knowledge of the resolution refusing approval and of a price considered insufficient is not enough.
This finding may be weighed against the situation, in an entirely different field, of a client wishing to bring a claim against his or her lawyer. Article 2225 of the French Civil Code provides that limitation runs “from the end of their engagement”, regardless of the client’s knowledge of the facts: a client to whom the adviser’s failings have not been revealed may thus find the claim time-barred before even suspecting its existence. The Conseil constitutionnel nevertheless held that these words do “not disproportionately infringe the right to an effective judicial remedy”, in view of the objective of sparing lawyers from having to retain, beyond five years after the end of their engagement, the documents needed for their defence (Cons. const., 28 Sept. 2023, n° 2023-1061 QPC, §§ 9 and 11). The French Supreme Court has since confined this special regime to failings relating to the role of representation and assistance in court proceedings, with matters outside that role falling under the ordinary rule in Article 2224 (Civ. 1re, 25 June 2025, n° 24-11.562, FS-B).
The judgment under review follows the same logic. By approving the lower courts for having started the period only from the filing of the expert report, and rejecting the argument that the heir knew, from the date of the resolution, that the proposed price was unsatisfactory, the Commercial Division confirms that limitation does not run against a person who cannot yet quantify what he or she is claiming. This is to be welcomed. Legal certainty loses nothing, since Article 2232 of the French Civil Code prohibits postponing the starting point beyond twenty years from the date on which the right arose. A period that disregards what the right holder knows thus remains the exception, and one that the case law strives to contain.
II. A valuation of the non-approved heir’s shares set, where the articles of association are silent, as at the date of death
On the second ground of appeal, the judgment is quashed. The date at issue here is no longer the one governing the period for bringing an action, but the one at which the value of the shares is assessed. Citing Article 1843-4 of the French Civil Code and Articles L. 227-14 and L. 227-18 of the French Commercial Code, the Commercial Division restates the scheme of the provisions: the articles of association of a simplified joint stock company may make any transfer of shares subject to prior approval; in the absence of any provision in the articles on the transfer price, it is set by agreement between the parties or, failing agreement, under the conditions of Article 1843-4; the appointed expert must apply the valuation rules provided for in the articles of association or in any agreement binding the parties, where they exist.
The Court deduces the rule: the heir of a deceased shareholder, who is not himself or herself a shareholder, is merely a creditor for the value of the deceased’s shares, which, where the articles of association are silent, is determined as at the date of death. By adopting the date closest to the redemption, on the ground that the articles did not refer to Article 1870-1 of the French Civil Code, the Court of Appeal breached the aforementioned provisions. The case is remitted to the Nîmes Court of Appeal.
The stakes are far from theoretical: between the death and the redemption, the value of the company may vary significantly, and in this case the expert assessment in fact proposed different valuations depending on the financial year used. The valuation date thus directly determines the amount of the claim. The rule nevertheless remains a default rule: it applies only in the absence of any stipulation, as drafters retain the option of setting, in the approval and buyout clauses, the valuation date and the valuation methods that the expert must apply.
The solution is not, however, neutral for the heir: depending on how the value of the company changes between the death and the expert assessment, it works in the heir’s favour or against him or her. If the company has increased in value in the meantime, the heir gains nothing from that growth, even though the funds the heir cannot recover have remained in the company’s assets. The existing shareholders then buy back, at an old value, shares whose value has increased. Conversely, if the value has fallen, the date of death protects the heir from a deterioration in the company’s position to which he or she is a stranger, having never been a shareholder.
The rule has coherence on its side. It adopts the solution in Article 1870-1 of the French Civil Code for non-trading companies (sociétés civiles). It is also consistent with the tax logic, since inheritance tax is based on the value of the assets at the date of death (CGI, art. 666; BOI-ENR-DMTG-10-40-10-10; BOI-ENR-DMTG-10-30, § 1). The heir is therefore not taxed on a value different from the one he or she will receive.
On the other hand, it creates an asymmetry with a withdrawing shareholder, whose shares are valued “as at the date closest to that of the redemption” (Com., 4 May 2010, n° 08-20.693; Com., 8 Nov. 2023, n° 22-11.766). The difference is justified, since the withdrawing shareholder remains a shareholder until redemption, but it treats differently two persons who are waiting for the same thing. Above all, in the absence of any updating of the value, only default interest compensates, imperfectly, for the time that elapses during the expert assessment and the proceedings. Although protected as regards the time limit for bringing an action, the heir nonetheless bears the burden of a passage of time over which he or she has no control.
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Summary: the action of a non-approved heir for payment of the value of his or her shares, as determined by the expert under Article 1843-4 of the French Civil Code, does not involve the annulment of the corporate decision: it is subject to the ordinary five-year limitation period under Article 2224 of the French Civil Code, the starting point of which is postponed to the filing of the expert report, as the heir cannot quantify the claim before then. Where the articles of association are silent, the value of the shares of the heir, who is merely a creditor, is determined as at the date of the shareholder’s death (Art. 1843-4 C. civ., L. 227-14 and L. 227-18 C. com.). The two dates must not be confused: the filing of the report governs the time limit for bringing an action, while the death sets the value of the claim.
