CORPORATE | The Italian Supreme Court on the application of shareholders’ loan subordination rules to unpaid rent claims

On 11 May 2026, the Italian Supreme Court issued its ordinance No. 13672 addressing the application of the rules on the subordination of shareholders’ loans to a claim brought by a shareholder against the company for unpaid rent.

The Court clarified that – as the notion of shareholders’ loans under Article 2467 of the Italian Civil Code is not limited to credit agreements in strict sense – the lease of a property by a shareholder to the company may also fall within its scope where, due to the non-collection of rent, the shareholder provides the company with a voluntary and economically useful contribution. In such circumstances, the company is effectively allowed to defer bearing a cost that it would otherwise have had to meet immediately.

The Court further confirmed that the subordination regime under Article 2467 of the Italian Civil Code operates not only in the context of insolvency proceedings, but also during the ordinary life of the company, given rise to a legal and temporary unenforceability of the shareholder’s right to repayment until the relevant equity or financial imbalance mentioned under said Article ceases to exist. The Court also stated that such regime may apply also to entities other than limited liability companies, where the financing shareholder is, due to the entity’s structure or to the position actually held, in a situation substantially equivalent to that of a quotaholder of a limited liability company.

Newsletter n. 119 – June 2026