CORPORATE – Defaulting quotaholder in S.r.l. retains the right to challenge quotaholders’ meeting resolutions

Newsletter n. 90 – November 2023

CORPORATE

Defaulting quotaholder in S.r.l. retains the right to challenge quotaholders’ meeting resolutions

On 27 October 2022, the Court of Milan issued its judgment in case No. 56529/2018 confirming the principle that a defaulting quotaholder in an S.r.l. – namely, a quotaholder who had not paid the amount due for the subscribed capital increase and, by consequence, was not allowed to vote in the quotaholders’ meeting approving the company’s financial statements pursuant to Article 2466, paragraph 4 of the Italian Civil Code – retains the right to challenge this resolution if disclosure obligations or principles applying to financial statements are breached. More generally, not paying a company’s contributions does not prejudice the quotaholder’s rights granted by law to control the company’s affairs and to challenge unlawful or impossible resolutions as well as those taken in the complete absence of information.