Italy Update: Substantial modification of the Articles of Association of a S.r.l.: null and void the contract without the prior approval of the shareholders

The Court of Rome, with judgment no. 1722 of 27 January 2020, sanctioned the nullity of the contract stipulated by the director of a S.r.l., entailing a substantial modification of the Articles of Association (specifically, the company was deprived of the entire assets), without the prior placet of the shareholders.

The decision of the Capitoline judges is based on the provision in Article 2479 of the Civil Code according to which it is imperative for the shareholders to take the “decision to carry out operations that involve a substantial modification of the corporate purpose“, or “a significant modification of the rights of the members“.

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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