CORPORATE – Exclusion of shareholders in general partnerships

Newsletter n. 90 – November 2023

CORPORATE

Exclusion of shareholders in general partnerships

The Court of Venice, in ruling No. 29928 of 7 October 2023, stated that in general partnerships (s.n.c. – società in nome collettivo) the loss of the intuitus personae and the mutual trust between shareholders are not sufficient circumstances to legitimise a member’s exclusion, since they are not listed within the causes of exclusion provided for in Article 2286 of the Italian Civil Code. The exclusion of a shareholder must be based on specific failures to comply with obligations provided by law or by-laws and not on the mere generic failure of the affectio societatis (the common intention of some individuals to be partners and merge into a single entity) or the existence of disagreements between shareholders, which will be relevant only if and to the extent that they are the consequence of specific breaches.