13 Oct A decision contrary to the statutes retains its legal effects until it is overturned

The Court of Cassation, in its judgment of 18 June 2020, ruled that a decision contrary to the company’s statutes retains its legal effects until it is overturned by a judge.

In the case examined, the decisions of the Board of Directors would have been contrary to the statutes of the cooperative society and would have violated the Code of Companies and Associations. No annulment action had been filed by the partners against these decisions.

In its decision, the Court of Cassation specifies that the decisions of the bodies of companies that do not respect the conditions of form or substance do not cease to exist as a result of this breach. It is only after a judgment declaring it null and void that a decision is withdrawn from the legal order. Therefore, a decision that can be overturned retains all its legal effects until it is overturned by the judge. It also retains its binding force against the company’s partners.

It is therefore essential to lodge an appeal for annulment on time against any decisions made in violation with your statutes so as not to suffer these effects.

For more information on that subject, feel free to contact Guillaume RUE esq. (guillaume.rue@cairnlegal.be).

Best regards,
The Cairn Legal team.