A partner gives notice of withdrawal from a variable-capital civil company in December 1997. The general meeting fixes the value of his shares in 1998 and pays him. He disputes it, obtains in 2009 the appointment of an expert under article 1843-4 of the Civil Code, then sees the report annulled by a decision that became final in 2020. In 2023 he asks for a new expert. The Court of Appeal refuses: the law changed in 2014, and variable-capital companies would not refer to that provision. On 17 June 2026 the Cour de cassation (the French supreme court for civil and commercial matters) quashed that ruling and, unusually, appointed the expert itself. Nearly thirty years after the withdrawal the value of the shares is still to be established, and the decision says under which text.
The facts
On 7 December 1997 a partner gives notice of his withdrawal from a variable-capital civil company. By general meeting of 16 June 1998 the company fixes the value of his shares, and a corresponding sum is paid to him. By order of 17 March 2009 the president of a regional court, seised under article 1843-4, appoints an expert to determine the value of the shares. After the report is filed, the partner sues the company for the balance. A judgment of 14 April 2016, confirmed by a final decision of 18 September 2020, annuls the expert’s report.
On 20 April 2023 the partner sues the company for the appointment of a new expert. The Paris Court of Appeal, on 4 March 2025, refuses: the application would be assessed under article 1843-4 as amended by the ordinance of 31 July 2014, in force at the date of the new appointment; in that version the provision applies only where the law or the articles refer to it, and articles L. 231-1 to L. 231-8 of the Commercial Code on variable-capital companies do not.
The decision
The commercial chamber quashed the judgment (Cass. com., 17 June 2026, no. 25-15.326), on two points.
On the applicable text, under article 2 of the Civil Code: article 1843-4 in its 2014 version “applies to appraisals ordered from 3 August 2014, the date of its entry into force. It follows that article 1843-4 of the Civil Code, in the version in force at the date on which the appraisal was ordered, applies to the new application for the appointment of an expert following the annulment, by the court, of the report of the expert previously appointed.” The appraisal having been ordered in 2009, the former text governs the new appointment.
On variable-capital companies, under former article 1843-4 and article 1869, paragraph 2, of the Civil Code and article L. 231-1, paragraph 2, of the Commercial Code: “unless article 1844-9, paragraph 3, is applied, a partner who withdraws from a civil company is entitled to reimbursement of the value of his rights, fixed, failing amicable agreement, in accordance with article 1843-4”, and variable-capital companies “remain subject to the general rules specific to them according to their particular form”, from which articles L. 231-1 to L. 231-8 derogate only within their limits. Those articles “do not derogate from the rule stated in article 1869, paragraph 2”: the Court of Appeal breached the provisions.
The Court ruled on the merits: “The conditions of article 1843-4 of the Civil Code, in its version prior to that resulting from the ordinance of 31 July 2014, being met, a new expert must be appointed.” It appointed him by name, with the task of determining the value of the shares in accordance with article 1843-4, and ordered the company to pay the costs.
What this changes for valuation
Two versions of the text, two different assignments. Before the ordinance of 31 July 2014, the article 1843-4 expert determined the value of the shares freely, without being bound by valuation clauses in the articles of association. Since then, the text requires the expert to apply, where they exist, “the rules and methods of determining the value provided by the company’s articles or by any agreement binding the parties”, and it applies automatically only in the cases where the law refers to it, or where the articles or an agreement provide for it. For the expert appointed in this case the consequence is clear: he will work under the former text, with full freedom of method, and a valuation clause in the articles would not bind him.
The date of the order fixes the regime. The Court retains the date on which the appraisal was ordered, not that of the new appointment. An annulled report does not erase the order that commissioned it; the new expert resumes the assignment within the legal framework of 2009. This matters for all long-running old appraisals, withdrawals, exclusions, transfers, whose report has been successfully challenged.
A variable-capital civil company remains a civil company. The variable-capital regime, designed to ease the entry and exit of partners, does not remove the withdrawing partner’s right to reimbursement of the value of his shares under article 1843-4. Civil companies of this kind are common in retail, agriculture and property; their articles often provide a reimbursement value computed by the company itself. The decision recalls that this value can be challenged before an expert.
What the expert values. The value of the shares at the date closest to reimbursement, under the Court’s case law, which, for a withdrawal in 1997, means rebuilding the company’s assets at the time: restated net assets from the accounts and the values of the assets, property included, yield, comparison with transactions in similar shares, then any discounts, with reasons. The French valuation charter (Charte de l’expertise en évaluation immobilière, 6th edition, November 2025, Title II, § 8.5) and the EVS 2025 provide the framework for the property part of the assets. The report sets out the methods, their results and the weight given to each: that is what annulled reports most often lack.
Time passing. A report annulled in 2016 for an appraisal ordered in 2009 on a withdrawal in 1997: the case shows the cost of a fragile appraisal. A report that respects the hearing of both parties, explains its choices and cites its sources is not only fairer, it is also harder to annul.
What the valuer takes from it
- The applicable version of article 1843-4 is the one in force when the appraisal was ordered, even if the report is annulled and a new expert appointed years later.
- Under the former text the expert is not bound by valuation clauses in the articles; under the 2014 text the expert must apply them where they exist.
- A partner withdrawing from a variable-capital civil company is entitled to a share value fixed by an expert, as in any civil company.
- The value is rebuilt at the date closest to reimbursement, by restated net assets, yield and comparison, with reasoned discounts.
- A report that hears both sides, gives reasons and cites its sources withstands challenge; it is the best way to shorten these disputes.
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 and parts de SCI complement this article. On the same theme: Article 1843-4: the expert and alternative valuations and Pharmacy sale price: the court cannot fix it. The decision is available on Légifrance.
What next
Are you leaving a company and the value of your shares is disputed?
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