Key points
- Issue: A manager of an SCI allowed the meeting to be adjourned before the vote on his dismissal, and then failed to reconvene it.
- Decision: the judge appointed an ad hoc representative to consult the shareholders on the manager’s dismissal.
- Outcome: The manager was ordered to pay a total of €2,000 to the three shareholders, in addition to costs.
SCI meeting halted before the vote on the manager: a third party will consult the shareholders
The President of the Nanterre District Court appointed an ad hoc representative on 8 December 2025 (Case No. 25/02286), at the request of three shareholders of an SCI represented by Goldwin Avocats. This administrator will consult the shareholders on the dismissal of the manager. Where an SCI manager refuses to convene the meeting, this decision provides a fast-track legal remedy.
An SCI partner held up by an interrupted general meeting
A real estate investment company (SCI), which owns a studio flat in Paris, has four partners, including its manager. On 17 July 2025, one of them sent a registered letter asking the manager to put several matters to the partners for consideration, including the manager’s dismissal.
The manager convened an extraordinary general meeting for 12 September 2025. However, the meeting was adjourned during the seventh resolution, amidst a dispute, before the dismissal could be considered. The minutes merely refer to an ‘adjourned meeting’.
Three partners, represented by Goldwin Avocats, then brought the matter before the court under the fast-track procedure on the merits, a swift procedure that decides the substance of the dispute. The manager opposed this and requested a provisional administrator to manage the SCI for 24 months.
SCI manager who refuses to convene the general meeting: why the judge intervenes
The judge considered that an SCI manager who refuses to convene the meeting, or allows it to be adjourned, is opposing the request, and appointed a representative to consult the partners. The judge appliedArticle 39 of Decree No. 78-704 of 3 July 1978: if the manager objects or remains silent for one month, a non-managing partner may request such an appointment.
In the judge’s view, the interruption of the meeting, without a further meeting being convened, constitutes opposition by the manager. The argument based on the absence of a registered letter was dismissed: proof of its receipt was produced during the proceedings.
The judge does not assess the grounds for the removal of a director, but only the company’s best interests (Cass. com., 15 December 2021). The judge declared that he lacked jurisdiction to appoint a provisional director: there is no provision allowing for such a request in summary proceedings (Article 481-1 of the Code of Civil Procedure).
What the decision means for a partner in an SCI facing a managing director who is obstructing proceedings
A non-managing partner has a swift remedy when the manager prevents a vote on his or her removal. In this case, less than three months elapsed between the summons and the decision.
The application was successful thanks to a proven timeline, in four stages:
- Send the manager a registered letter listing the matters to be put to the shareholders.
- Keep proof of posting and receipt, as well as the notices of meeting and minutes.
- Wait one month without a response, or note the manager’s opposition.
- Refer the matter to the president of the district court under the fast-track procedure on the merits.
The decision, which is immediately enforceable, remains subject to appeal.
Each situation is analysed on a case-by-case basis, in accordance with the SCI’s articles of association.
Is your manager blocking a general meeting or refusing to put their dismissal to a vote? Contact one of our solicitors to review your articles of association and your correspondence.
Related areas of expertise
Company law › Solicitor specialising in disputes between shareholders
Frequently asked questions about convening a meeting of an SCI
Yes, provided he is not the managing director. He must first ask the managing director, by registered letter, to convene a meeting to discuss specific matters. If the manager refuses or remains silent for one month, the partner may ask the president of the district court to appoint a representative to consult the partners. The SCI’s articles of association may contain a similar provision.
No. When a judge receives an application from a director, he or she does not examine the grounds for the proposed removal. The judge merely checks that the application is in the company’s best interests, and not solely in the interests of the shareholder making the application. The decision to remove the authorised representative is ultimately taken by the shareholders at a meeting organised by the authorised representative.
The SCI, in this case. The partners had requested that the manager bear these costs, but the judge ruled that they should be borne by the company. He set a provisional sum of €1,500, to be drawn from the SCI’s funds or, failing that, advanced by the claimant partners. The manager, however, was ordered to pay the costs and €2,000 in legal costs.
