Lost shareholder current account: the investor may act alone

A shareholder or investor who has lost their shareholder current account (compte courant d'associé) may act alone against the statutory auditor (commissaire aux comptes), without going through the liquidator, where they advanced those funds on the strength of certified accounts that were inaccurate. The commercial chamber sees this as personal damage, distinct from the creditors' collective damage and unconnected with the reconstitution of their common pledge.

The key points

• The liquidator's monopoly covers only the creditors' collective damage: it does not prevent a shareholder or an investor from seeking compensation for damage of their own.
• The shareholder or investor may claim the loss of their contributions, financial support or investments made on the strength of inaccurate certified accounts, from the executive of the debtor company as well as from its statutory auditor.
• The form of the funding is immaterial: an advance to a shareholder current account gives rise to the same claim as a subscription for shares.
• The damage relied on must be the loss of the investment decided upon on the strength of false accounts, and not the inability to be paid owing to the company's failure.
• A judge who declares a claim inadmissible cannot, at the same time, dismiss it on the merits.

A shareholder current account lost in compulsory liquidation (liquidation judiciaire)

The commercial chamber holds that an advance to a shareholder current account made on the strength of inaccurate certified accounts gives the investor a personal claim against the statutory auditor (Com., 17 June 2026, No. 25-13.536). The decision draws a distinction between two heads of damage. The first arises from the decision to invest: it is personal to the investor. The second arises from the failure of the debtor company: it is common to all creditors.

A company held a subsidiary; each had its own statutory auditor. In July 2016, an individual investor and the investment company they manage acquired shares in the parent company. In January 2017, the investment company made an advance to that same company's current account. The two group companies were then placed in compulsory liquidation. The investors then brought proceedings against both statutory auditors for damages, arguing that they had invested on the strength of inaccurate accounting information.

The decision under appeal (CA Lyon, 25 March 2025, No. 23/03244) had held the claim admissible as regards the acquisition of the shares, but inadmissible as regards the advance to the current account, before dismissing the claims for damages on the merits. The statutory auditors challenged the finding of admissibility; the investors challenged the finding of inadmissibility and the dismissal on the merits that followed it.

The commercial chamber first approves the admissibility of the claim relating to the acquisition of the shares: the damage relied on is personal in character and remains unconnected with the reconstitution of the creditors' common pledge. It then quashes the decision in part, in so far as it held inadmissible the claim concerning the advance to the current account and dismissed that claim on the merits. On those points, the case returns to the Lyon court of appeal, differently constituted.

The rule is stated on the basis of Articles L. 622-20 and L. 641-4 of the French Commercial Code. Only the liquidator has standing to act in the name and in the collective interest of the creditors. An exception is laid down for the benefit of the shareholder and the investor (free translation):

A shareholder or an investor is nevertheless admissible to bring a liability claim against the executive of the debtor company or its statutory auditor where, seeking compensation for the damage resulting for them from the loss of their contributions, financial support or investments made on the strength of accounting information certified by a statutory auditor but alleged to be inaccurate, they rely on personal damage, distinct from the creditors' collective damage, and unconnected with the reconstitution of the latter's common pledge.

What remedy does the investor have against the statutory auditor?

An investor may claim the loss of their funds alone where they complain that a third party induced them to invest, rather than complaining that the company failed. The distinction turns on the subject matter of the claim. Seeking payment of a claim against the company in liquidation amounts to seeking a share of the collective liabilities: only the liquidator may act. Seeking the loss of an investment decided upon on the strength of false accounts targets damage personal to the party that provided the funds.

The form of the funding does not dictate the outcome. Subscription for shares, contribution to a shareholder current account, cash support: the decision covers contributions, financial support or investments made on the strength of accounting information that was certified but inaccurate. A shareholder who funds their company's cash position after reading certified accounts is therefore in the same position as one who subscribes for share capital.

Allowing the claim to proceed does not guarantee its success. It remains necessary, in principle, to establish fault on the part of the professional, damage and a causal link between the two. In this case, the claim relating to the acquisition of the shares was dismissed on the merits, and that dismissal stands. Only the claim relating to the advance to the current account will be examined again.

A personal claim extended to all forms of financial support

The decision confirms the liquidator's monopoly while strictly delimiting its subject matter: the creditors' collective damage alone. That monopoly protects the creditors' common pledge. It does not absorb the damage that investors suffer in their own assets as a result of erroneous accounting information. The dividing line depends neither on the status of creditor of the company, nor on the legal form of the funding provided.

What the decision changes lies in the reasoning that was set aside. The court of appeal had held that the inability to obtain payment of the current account was merely a fraction of the collective liabilities. The commercial chamber rejects that reading: the investment company was relying on the untruthfulness of the certified accounts, not on the company's failure. The test is the cause of the alleged damage, not the fate of the claim in the insolvency proceedings.

The second quashing concerns the judge's method. Under Article 122 of the French Code of Civil Procedure, a plea of inadmissibility (fin de non-recevoir) seeks to have the claim declared inadmissible without examination of the merits. The decision draws a strict consequence from this: "a judge who decides that the claim before them is inadmissible exceeds their powers by ruling on the merits". Yet the court of appeal had dismissed the very claim it had just declared inadmissible.

What remains open concerns the evidence. According to the decision of the court of appeal, the investors had not shown that the statutory auditors' reports had been provided to them before their decision to invest. That decision also noted that they were aware of the companies' financial fragility and had waived an audit. The court to which the case is remitted will assess those matters in respect of the advance to the current account alone.

How should a claim be framed to avoid inadmissibility?

How the claim is characterised determines its admissibility: describe a loss of investment caused by false accounts, not an unpaid claim against the company. A claim confined to seeking repayment of a current account runs into the liquidator's monopoly. A claim that sets out the decision to invest, the accounting information received and the role of the certification places the debate on the ground of personal damage.

Evidence of the causal link is prepared before the investment. The certification reports actually handed over, the accounts provided, the negotiation exchanges and the audit work carried out form the basis of any later debate. The absence of any record that the statutory auditor's reports were handed over weakens the argument that the certification determined the commitment of the funds.

The choice of defendant deserves attention. The decision refers to the executive of the debtor company as well as to the statutory auditor. The investor's personal claim is directed against the author of the erroneous information, and not against the company in insolvency proceedings, whose liabilities are a matter for the liquidator. That choice governs admissibility as much as proof of fault.

The checks to carry out before providing funds

Three points emerge from the decision for anyone funding a company on the strength of certified accounts. Keep evidence of the accounting documents received and of their source, certification reports included. Distinguish, in the claim submitted to the court, between the loss of the investment and the recovery of a claim against the company. Check that the action is directed against the author of the contested accounting information, and not against the debtor company alone. These habits do not prejudge the outcome, which depends on fault, damage and the causal link.