Italian Corporate Law: Right of Access of the shareholder of a Limited Company (SRL) and Interim Order

Company law

With an order dated 12/1/2023 (RG 5433/2022), the Court of Cagliari issued an interesting decision about access by the shareholder of an Italian limited company (SRL) to corporate documents. With regard to the content of the right, the Court clarified that the right of access does not extend only to the company books, but to all documents and accounting records, tax documents, and documents concerning individual transactions, as the statutory reference to documents concerning the administration includes every document concerning the management of the company, not permitting restrictive interpretations that distinguish, for example, administrative-accounting documentation from commercial documentation.

The shareholder's right of inspection satisfies the need to acquire all useful information on the concrete ways in which the directors' activities are carried out and is functional to the company's liability action, which may also be brought by each shareholder on a subsidiary basis. If the management does not fulfil the shareholder's right of control, the shareholder may appeal to the court requesting an urgent measure pursuant to Article 700 of the Italian Code of Civil Procedure. In such a case, the court may specify the way the corporate documents may be consulted.

It is worth recalling that Article 2476 of the Civil Code does not condition the exercise of the right to a specific and concrete interest, nor does it set limits on the exercise of the right, although it must in any event be exercised in accordance with the canons of good faith and fairness to protect the rights of the company and the other shareholders. The right of access of the non-managing shareholder of a limited liability company may not be used to pursue interests and purposes other than those for which it is intended, since, otherwise, there would be a case of abuse of the right.

Should you need to protect your rights as a shareholder of an Italian company, please contact us.

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