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The shareholders of an s.r.l., who intentionally decided or authorized certain actions which harmed the company, pursuant to the provisions of Article 2476 of the Italian Civil Code, are liable

Court of Appeal of Venice, 21 November 2019. Pres. Santoro. Est. Valle

date: 01.05.2020
Area: Corporate, M&A

The Court of Appeal of Venice ruled that the shareholders of a s.r.l. who intentionally decided or authorized certain actions which harmed the company, pursuant to Article 2476, paragraph 7 of the Italian Civil Code were liable. For the purposes of shareholder liability, the aforesaid provision requires the involvement of the shareholders in the management of the company. According to the Court of Appeal, such involvement may take the form, not only of the concrete assumption of the decision, but also of the granting of authorisation to carry out specific and identified management actions, relevant to the administration of the company. Consequently, liability will not arise when the shareholders have voted in favour of approving the financial statements, since this is not an action of administration of the company, nor in the presence of a ratification of the directors’ actions when approving the financial statements since, also this case does not constitute a relevant management action within the meaning of Article 2476 of the Italian Civil Code.

The shareholders of an s.r.l., who intentionally decided or authorized certain actions which harmed the company, pursuant to the provisions of Article 2476 of the Italian Civil Code, are liable

Court of Appeal of Venice, 21 November 2019. Pres. Santoro. Est. Valle

date: 01.05.2020
Area: Corporate, M&A

The Court of Appeal of Venice ruled that the shareholders of a s.r.l. who intentionally decided or authorized certain actions which harmed the company, pursuant to Article 2476, paragraph 7 of the Italian Civil Code were liable. For the purposes of shareholder liability, the aforesaid provision requires the involvement of the shareholders in the management of the company. According to the Court of Appeal, such involvement may take the form, not only of the concrete assumption of the decision, but also of the granting of authorisation to carry out specific and identified management actions, relevant to the administration of the company. Consequently, liability will not arise when the shareholders have voted in favour of approving the financial statements, since this is not an action of administration of the company, nor in the presence of a ratification of the directors’ actions when approving the financial statements since, also this case does not constitute a relevant management action within the meaning of Article 2476 of the Italian Civil Code.