Italy Update: Methods of convening the shareholders’ meeting of a S.r.l.

Court of Bologna, judgment no. 619/2020

The former director of a S.r.l. with a single shareholder challenged the shareholders’ resolution with which he had been revoked from his role, arguing that (i) due to the late convocation he had not been able to attend the meeting, with consequent invalidity of the resolution based on the provisions of art. 2479 ter of the Italian Civil Code, and that, in any case, (ii) the shareholders’ meeting had been irregularly convened because it had been called by the shareholder, instead of the director, without any inertia on the part of the administrative body, which had not been required to hold any meeting.

The deed of convocation sent by the sole shareholder had been, in fact, received by the director revoked four days after the one in which the meeting had taken place.

The Court confirmed the possibility for the shareholder holding at least 1/3 of the capital to convene the shareholders’ meeting even in the absence of inertia of the administrative body, and this even in the event that the articles of association reserve this power to the administrative body only.

However, the judges of first instance then noted that the registered letter calling the meeting had not in any case reached the administrator in time to allow him to participate in the same, and this in violation of current legislation, which provides that for the adoption of a valid resolution they must be present or, at least, must have been informed of the meeting, all administrators. Consequently, the Court declared the shareholders’ meeting invalid due to its lack of knowledge on the part of the administrator, also declaring the relative resolution null and void as it was taken “in the absolute absence of information”.

By Quorum, Italy, a Transatlantic Law International Affiliated Firm. 

For further information or for any assistance please contact italy@transatlanticlaw.com

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