A judgment had ordered the judicial winding-up of a public limited company pursuant to Article 480-1 of the amended 1915 Law on Commercial Companies (LSC), on the grounds of a serious disagreement between shareholders. The company lodged an appeal against this judgement, represented by its board of directors. However, the terms of office of all the directors had expired at the end of the 2022 financial year, as no general meeting had been able to renew these terms due to a lack of agreement between the two shareholder factions. The question arose as to whether the company could appeal against this judgement without having a board of directors whose members had duly renewed terms of office.

The issue was whether directors whose terms of office had expired had the power to validly represent the company in lodging an appeal against a judgment ordering its dissolution, or whether such an act exceeded the residual powers recognised as belonging to directors at the end of their term of office. The respondents argued that the appeal was inadmissible on the grounds that the company had no duly authorised representative body. The appellants argued that directors whose terms of office have expired remain competent to carry out day-to-day management, which would include defending the company’s interests in court.

The Court confirmed that whilst a director whose term of office has expired may and must deal with day-to-day business — a concept equivalent to day-to-day management — they may not, however, take any action that goes beyond this scope. Basing its reasoning on Articles 441-2 and 441-5 of the Companies Act, as well as on the general principles of agency derived from Articles 1991(2) and 2010 of the Civil Code, the Court held that lodging an appeal against a judgment ordering the dissolution of a company constitutes neither a protective measure nor an act falling within the scope of day-to-day management: it constitutes an act of disposal exceeding the residual powers of a director whose term of office has expired.

In the absence of a validly authorised representative body at the time the appeal was lodged, the company lacks the capacity to act and the power to bring legal proceedings, which renders its appeal inadmissible.

Reference: Court of Appeal, 25 March 2026, No. 52/26 IV COM