The ruling clearly distinguishes between the non-existence and annulment of a shareholders' meeting resolution. Non-existence only occurs when the deviation from the legal form is so serious that it prevents the act from being recognized as a resolution. As regards voidability, not every error or incompleteness in the minutes renders the resolution invalid. The defect must be such as to prevent the content, effects, and validity of the decision from being ascertained.

 

Article 2478, no. 2 of the Italian Civil Code requires the minutes to be recorded in the shareholders' decision book. However, the Court clarifies that such recording is not a condition for the validity or existence of the resolution. Its omission constitutes a mere formal irregularity. Although transcription is not essential for validity, its absence has significant consequences, such as the possibility of challenging the resolution (on other grounds) without any time limit: in the absence of a certain date of transcription, the time limits provided for in Article 2479-ter of the Italian Civil Code for challenging the resolution do not apply. The shareholder may therefore challenge the resolution at any time. Furthermore,

failure to transcribe makes it impossible to prove with certainty the date of the resolution, weakening the company's position in any disputes.

 

The ruling of the Court of Milan emphasizes the importance of keeping company books correctly, not so much for the intrinsic validity of the resolutions, but for the protection of legal certainty and the prevention of disputes. Companies are therefore required to exercise greater diligence in document management in order to ensure transparency and stability in corporate relations.

 

When compared with German legislation on limited liability companies, where such formal requirements are not imposed by law, Italy confirms its status as a particularly form-conscious legal system.