For limited liability companies, there is no statutory term of office for the managing director (unlike for joint stock companies), who can therefore also be appointed for a period longer than three years or indefinitely.

Parties can terminate indefinite contractual relationships in various ways, because a perpetual bond cannot be imposed, all the more so in the corporate context, taking into account the relationship of trust that binds the members of the management body to the company. Entrusting the office of managing director indefinitely, therefore, does not affect the power of the shareholders' meeting, which can always proceed to remove the managing director, even in the absence of just cause and/or notice, without, for this alone, the resolution of removal being considered invalid.

It should also be mentioned that unlike in other legal systems, according to Italian law the director to be removed has the right to participate in the assembly, even though he does not have a right to vote. A violation of this right may entitle the director to challenge the resolution.

The power of the shareholders' meeting to remove the managing director at any time is without prejudice to any compensatory rights of the managing director resulting from a removal without notice. In fact, to the contractual relationship between the company and the managing director appointed for an indefinite period, Article 1725, Paragraph 2 of the Italian Civil Code applies, which gives the removed person the right to compensation for damages if the removal was not communicated with adequate notice, unless just cause exists.

In this regard, it is pointed out again that as a just cause for removal - which it is the company's burden to prove - all circumstances likely to adversely affect the fiduciary relationship are relevant. If the company intends to pronounce a removal for just cause, the concrete reasons that integrate the just cause must be specifically stated in the shareholders' meeting resolution, without the possibility of a subsequent deduction in court of additional reasons.