Italian corporate law: Call of shareholders' meeting of a S.r.l. (Italian limited company) by shareholders and challenge of resolution by directors

Company law

In its judgment of 9 April 2024 (Ref. no. 6041/2022), the Court of Turin confirmed that a shareholder of a S.r.l. (Italian limited company) holding one-third of the share capital has the right to call a shareholders' meeting. This right is derived from Article 2479 of the Civil Code, which provides for the power of the shareholder of an S.r.l. holding a share of at least one-third of the share capital to submit its own matters to the shareholders' meeting for approval. This power would be entirely superfluous if the shareholder, faced with the inertia of the administrator of the limited liability company, could not proceed directly to convene the shareholders' meeting. Of course, the shareholder's power to convene a limited liability company meeting is configured as competing with the power attributed to the director under the articles of association and can generally be exercised in a subsidiary manner.

Important note: Unlike in Germany, the directors of a GmbH, as persons required to participate in the shareholders‘ meeting, are entitled to challenge the shareholders’ meeting resolution if grounds for invalidity exist. Therefore, special attention should be paid even in the case of a full shareholders‘ meeting, if the directors are not present and/or have not consented after having been informed (informed consent), the shareholders’ meeting resolution could be challenged by the administrative body itself.

Back