A departing shareholder rejects the price set by the general meeting and obtains an expert under article 1843-4 of the French Civil Code (expert valuation of company shares when the parties disagree); the company refuses to give that expert its accounts. In a reported decision of 27 November 2024, the Commercial Chamber of the Cour de cassation (the French supreme court for civil and commercial matters) accepts that the summary judge (juge des référés, who rules quickly and on an interim basis) may order disclosure of the documents the expert indicates as necessary, where the articles of association set no valuation rules but only procedures. The expert’s request becomes the basis of the injunction.
The facts
After a transfer of shares in March 2015, the capital of a simplified joint-stock company (SAS, société par actions simplifiée) is held 57% by one shareholder and 43% by another. Under the articles, the price of the shares of a shareholder who permanently leaves his salaried post or corporate office is governed by internal rules (règlement interne): it is set by a collective decision of the members; if he disagrees, the departing shareholder has three months to find a buyer, and the company three months to acquire on the same terms.
The minority shareholder resigns as managing director (directeur général) on 30 September 2015. On 27 November 2015, the general meeting sets the price of his shares at €73,253.94. He rejects it and, by a final order of 15 April 2016, no longer open to challenge, obtains an article 1843-4 expert. A new expert replaces the first by order of 7 June 2018; the appeal ruling that had annulled that order is quashed on 17 March 2021, without referral to another court.
The expert asks for the annual accounts and management reports for 2014 to 2021. The company and the majority shareholder refuse. The departing shareholder sues them in summary proceedings, under article 873 of the Code of Civil Procedure, for production of these documents and payment of an interim sum (provision, an advance) corresponding to the price offered in 2015. On 21 April 2023, the Paris Court of Appeal orders them to disclose these to the expert and the departing shareholder. They appeal, arguing that the expert was bound by the articles and the internal rules, which set procedures for determining value, and that the summary judge had to check the usefulness of the documents.
The decision
The Commercial Chamber dismissed the appeal (Cass. com., 27 November 2024, appeal no. 23-17.536, reported) and laid down the rule: “it follows from the combination of article 873 of the Code of Civil Procedure and article 1843-4 of the Civil Code that, where the articles of association or any agreement binding the parties do not set rules for valuing the shares but only provide for the procedures, a party may be ordered, in summary proceedings, to disclose any document that the expert instructed to determine the value of those shares indicates as necessary for the performance of his assignment” (translated from the French).
According to the appeal findings, the expert had requested the documents “in order to be able to set the value of the shares”, and the opposition of the company and the majority shareholder led to “a situation of deadlock, by not allowing the valuation assignment ordered seven years ago to be carried out”. The appeal judges saw in it “an obstruction of the enforcement of court decisions, constituting a manifestly unlawful disturbance” (trouble manifestement illicite), meaning an obvious infringement of rights that the summary judge may stop. The Court concluded that the Court of Appeal, “which carried out the inquiry allegedly omitted, rightly granted the request for disclosure of documents”.
The Court also noted that the Court of Appeal had relied not on the appointment orders but on the disturbance caused by the refusal. The other grounds were dismissed without specific reasoning, as plainly bound to fail; the decision is silent on the interim sum.
What this changes for valuation
The expert’s request sets the scope of the injunction. It covers what the expert “indicates as necessary for the performance of his assignment”: it is the expert, not the party applying to the judge, who defines the documents concerned. In the light of all the appeal findings, including the purpose of the documents, the Cour de cassation treated the allegedly omitted inquiry as made. In practice, the request appears in a dated note to the parties linking each document (accounts, management reports, tax returns, leases or title deeds for buildings) to the stage of the valuation it serves; the party will produce it in summary proceedings if the refusal persists.
Valuation rules or mere procedures. The internal rules said who sets the price and within what time the departing shareholder may sell; they did not say how to calculate value. The decision does not rule on articles that impose a calculation formula. Under the wording introduced by the ordonnance (government order) of 31 July 2014, applicable to appraisals ordered from 3 August 2014 (Cass. com., 17 June 2026, partner withdrawal and a new expert), the expert must apply, where they exist, the rules and procedures for determining value laid down by the articles or any agreement binding the parties, and document requests are then justified by those provisions. The third-party valuer under article 1592, appointed by the parties to set the price, is likewise bound by the method set in the share purchase agreement.
The dispute over the internal rules does not stall the assignment. The appeal judges had noted that the expert’s opinion does not bind the trial judge (the judge deciding the dispute itself, not on an interim basis), “who will be free to find that the expert’s valuation is without object or devoid of effect”. In the reasoning approved by the Court, the scope of the internal rules is thus for the trial judge and does not deprive the expert of the accounts. The same concern underlies the decision of 7 May 2025, which allows the expert to value each reading of the articles without waiting for their interpretation.
The valuation date still has to be justified. The expert asked for accounts up to 2021 for a departure in 2015; the decision does not say at what date value is assessed. The report states its valuation date, justifies against it the financial years requested and flags the effect of missing documents.
Documents, not access to premises. A site visit refused to the 1843-4 expert follows another route, the judge conducting or supervising the measure (Cass. 2e civ., 3 October 2024), discussed in a separate article.
What the valuer takes from it
- Where the articles only set procedures, a refusal to hand over the documents the 1843-4 expert indicates as necessary can be lifted in summary proceedings, while a challenge to their scope remains open before the trial judge.
- The injunction follows the expert’s request: a dated note to the parties, reasoned document by document.
- The report distinguishes valuation rules set by the articles, which determine the calculation, from provisions that only set the procedures (who sets the price, within what time).
- The report states its valuation date and the effect of missing documents.
Further reading
The Business and company shares page describes the assignment, its timescale and its fee. The guide A partner leaves: how to value their shares and the glossary entries article 1843-4, tiers évaluateur and actif net réévalué complement this article. On the refused visit: Article 1843-4 expert: refused visit is not for the summary judge. On the same theme: Article 1843-4 Civil Code: the expert may give two valuations and Partner withdrawal: a new 1843-4 expert after an annulled report. The decision is available on Légifrance.
What next
Shares to value under article 1843-4, and a company that refuses to disclose its accounts?
I state in writing, from the outset of the assignment, the documents I need and the reason for each request, record refusals in my notes to the parties and, if documents are still missing, value on the available evidence while flagging its limits, so that the party applying to the summary judge has a precise request.
Free quote, by email or by phone. No commitment before the quote is accepted. Fees are never linked to the value of the property (Charte de l’expertise, Title I, §2.1).
