A dispute between partners can paralyse a thriving company within months. Blocked decisions, a contested director, a minority partner shut out of information, dividends systematically retained: these situations, when not addressed in time, degenerate into a war of attrition that destroys the company's value.
A shareholder dispute lawyer in Paris, Maître Léa Scemama defends majority and minority partners, directors and companies in corporate disputes across France, with a constant requirement: to preserve, as far as possible, the business itself while asserting your rights. See all our services in corporate law.
How we work
| Your situation | What we do | What you receive |
|---|---|---|
| The dispute has just broken out | Classification, assessment of your bargaining position, checking the time limits already running | A strategy note with the deadline not to be missed |
| The company is deadlocked | Interim administrator, management audit, interim relief | A fast decision that unblocks or protects |
| An exit is possible | Negotiating a buy-out of the shares, separation agreement | A quantified and secured exit |
| The amicable route has failed | Annulment of the abusive resolution, director's liability, exclusion, dissolution | Proceedings brought before the competent commercial court |
| A decision has been obtained | Enforcement, recovery, implementation of the transfers ordered | Actual delivery of what was awarded |
Our billing arrangements are set out on our fees page.
Each claim has its own opening condition and time limit
This is the first document we prepare in a dispute between partners. A well-founded claim brought out of time is worth nothing.
| Claim | Opening condition | Time limit |
|---|---|---|
| Annulment of a company decision | Breach of a mandatory provision, or a characterised abuse | Two years from the day the ground for annulment arises since 1 October 2025, against three years previously (article 1844-14 of the Civil Code) |
| Abuse of majority | A decision contrary to the company's interest, taken solely to favour the majority | Two years for annulment of the decision, five years for a damages claim (article 2224 of the Civil Code) |
| Director's liability towards the company or the partners | Mismanagement, breach of the articles or of the law | Three years from the harmful act or, if it was concealed, from its discovery (article L. 223-23 of the Commercial Code for the manager of an SARL) |
| Liability for insufficient assets in judicial liquidation | Mismanagement that contributed to the shortfall, mere negligence being excluded since the Act of 9 December 2016 | Three years from the liquidation judgment (article L. 651-2 of the Commercial Code) |
| Management review by an expert | In an SARL, at least 10% of the capital, alone or together (article L. 223-37 of the Commercial Code). In an SA, at least 5% of the capital and a prior written question left without a satisfactory answer for one month (article L. 225-231) | No specific time limit |
| Dissolution for disagreement | Actual paralysis of the company's functioning, and a claimant who did not cause the disagreement | No specific time limit |
| Exclusion of a partner | A clause in the articles providing for exclusion, a stated ground and an adversarial procedure | As set by the clause |
Two conditions are regularly underestimated: dissolution for disagreement is refused to a partner who caused the conflict, and, in an SA, a management review requires a prior written question left without a satisfactory answer.
Abuse of majority and abuse of minority
Abuse of voting rights is one of the most common disputes. Abuse of majority sanctions decisions taken against the corporate interest with the sole aim of favouring the majority. Conversely, abuse of minority targets the minority partner blocking a decision essential to the company's survival. The firm brings the action for nullity of the abusive decision and for compensation, or defends the partner whose position is challenged.
Since 1 October 2025, nullity is harder to obtain
The ordinance of 12 March 2025 rewrote the rules on nullity in company law. An action to annul a corporate decision is now time-barred two years after the day the nullity arises, instead of three years previously (article 1844-14 of the Civil Code). And a breach of the articles is no longer, unless a statute provides otherwise, a ground for nullity (article 1844-10).
The court may also annul a decision only if three conditions are met: the claimant shows a prejudice, the irregularity influenced the outcome of the decision, and the consequences of nullity for the company are not excessive in view of the interest affected (article 1844-12-1). A strategy resting on nullity alone is therefore weaker than before. A claim for damages remains subject to the ordinary five-year limitation period (article 2224).
One procedural point to finish. An action to annul a resolution for abuse of majority may be brought against the company alone: as long as no damages claim is made against them, the majority shareholders need not be joined (Cass. com., 9 July 2025, no. 23-23.484, published in the Bulletin). If you intend to claim compensation from them, they must be parties to the proceedings.
Removal and liability of directors
Director litigation covers challenges to a removal (abusive, without just cause or vexatious), the action for liability for mismanagement brought by the company or partners, and the action for insufficiency of assets in insolvency proceedings. The firm acts both for the director being pursued and for the company or partners seeking to establish liability.
| Office | Removal regime |
|---|---|
| Manager of an SARL | Removable for just cause, failing which damages are due |
| Chair of an SAS | As provided by the articles: freely, or for just cause only |
| Director of an SA | Removable at any time, without cause or notice |
| Chief executive of an SA | Removable by the board, with possible compensation in the absence of just cause |
The first question in a removal dispute is therefore not “was the removal justified?” but “which regime applies to this office in this company?”. In an SAS, the answer lies in the articles, which makes their drafting decisive long before any conflict.
Where the dispute concerns a business rather than the company itself, selling the business can be a way out: see our page on the sale of a business.
Exclusion, withdrawal and forced buy-back
Removing a partner from the capital against their will or, conversely, obtaining the buy-back of one's own shares requires the right levers: statutory exclusion clauses, agreement clauses, or judicial routes when the disagreement makes the corporate bond impossible to maintain. The firm defines with you the strategy best suited to your position.
A buy-out of the shares is the most common outcome of a dispute, and it then follows the same valuation and warranty rules as a negotiated sale: see our page on share transfers.
Judicial dissolution for disagreement
When disagreement between partners lastingly paralyses the company's operation, any partner may seek its judicial dissolution. It is a powerful but double-edged weapon, often used as a negotiating lever. The firm assesses its appropriateness and, where relevant, seeks the appointment of a provisional administrator to preserve the company during the conflict.
Before considering a dissolution, a demerger sometimes makes it possible to separate the shareholders without destroying the business: see our page on restructuring and mergers.
The legal basis is article 1844-7, 5° of the Civil Code, which allows the court to order early dissolution for just cause, in particular where disagreement between partners paralyses the company's operation. Both elements are required: a disagreement, however deep, is not enough if the company keeps functioning.
Management review and right to information
The minority partner has specific tools to monitor management: written questions, a management review allowing an expert to examine one or more operations, exercise of the right of communication. The firm implements these procedures to restore transparency and, if necessary, ground a substantive action.
In an SARL, one or more partners holding at least a tenth of the capital, alone or together, may ask the court to appoint an expert to report on one or more management operations (article L. 223-37 of the Commercial Code). In an SA, the threshold is 5% of the capital and the request requires a prior written question left without a satisfactory answer for one month (article L. 225-231). The assignment covers specific operations: a request aimed at management in general is unlikely to succeed.
Why a lawyer in a dispute between partners?
Corporate litigation is technical and often emotionally charged. The lawyer brings strategic perspective, chooses the right basis and timing, and seeks the most favourable outcome, whether negotiated or judicial. A well-drafted shareholders' agreement upstream remains the best prevention of these disputes.
Frequently asked questions
What is abuse of majority?
It is a decision taken by majority partners contrary to the corporate interest and with the sole aim of favouring the majority to the detriment of the minority, typically the systematic retention of all profits without justification. Abuse of majority can be sanctioned by nullity of the decision and damages.
Can a partner be excluded from a company?
Exclusion is only possible where the articles or the law expressly provide for it, and subject to strict conditions (grounds, adversarial procedure, buy-back of shares). Absent a clause, excluding a partner is very difficult, which highlights the importance of anticipating in the articles and the agreement.
How can I leave a company in a deadlocked conflict?
Several routes exist: negotiating a buy-back of shares, enforcing the agreement exit clauses, an action for dissolution for disagreement paralysing operations, or the appointment of a provisional administrator. The strategy depends on your position and the objective sought.
Can a director be held liable on their personal assets?
Yes, in cases of mismanagement, breach of the articles or the law, or fault separable from their duties. In compulsory liquidation, an action for liability for insufficiency of assets can also expose their personal estate.
Related topics
- Company formation: the drafting choices that prevent deadlock.
- Fundraising: investor rights, a frequent source of conflict.
- Business insolvency: when the dispute puts the cash position at stake.
Written by Maître Léa Scemama, admitted to the Paris Bar, Miraï Avocats. This page states the law applicable at its update date. It is general in nature and does not constitute advice tailored to a particular situation.