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The thesis that the execution of the contribution takes place exclusively with the assumption of the obligation is unacceptable

Court of Rome, 3 September 2020. Pres. Di Salvo, Est. Roman

date: 27.10.2020
Area: Corporate, M&A

In relation to the non-execution of contributions, the Court of Rome specified that the rules contained in Article 2466 of the Civil Code also apply to conferrals of work. Consequently, the argument that the execution of the contribution is completed only by assuming the obligation and not by performance cannot be accepted. Indeed, in compliance with the principle of the effectiveness of the share capital, both the performance of the promised activity up to the established term and provision of the guarantee and its constant operation are necessary for the execution of the contribution. Therefore, any shareholder who does not perform the contribution within the prescribed term will be in default, with the consequent application of the provisions of Article 2466 of the Civil Code.

The thesis that the execution of the contribution takes place exclusively with the assumption of the obligation is unacceptable

Court of Rome, 3 September 2020. Pres. Di Salvo, Est. Roman

date: 27.10.2020
Area: Corporate, M&A

In relation to the non-execution of contributions, the Court of Rome specified that the rules contained in Article 2466 of the Civil Code also apply to conferrals of work. Consequently, the argument that the execution of the contribution is completed only by assuming the obligation and not by performance cannot be accepted. Indeed, in compliance with the principle of the effectiveness of the share capital, both the performance of the promised activity up to the established term and provision of the guarantee and its constant operation are necessary for the execution of the contribution. Therefore, any shareholder who does not perform the contribution within the prescribed term will be in default, with the consequent application of the provisions of Article 2466 of the Civil Code.