CORPORATE | Italian court clarifies the limitation period for directors’ liability towards corporate creditors

On 18 May 2026, the Court of Bari, with its ruling No. 3017, dismissed a liability action brought against the directors of a joint-stock company in connection with alleged acts of mismanagement.

The decision addresses the grounds on which corporate creditors may bring an action against directors pursuant to Article 2394 of the Civil Code, with particular regard to the applicable limitation period.

Directors are liable towards corporate creditors where they fail to comply with their duties relating to the preservation of the integrity of the company’s assets. However, a mere breach of directors’ duties is not, in itself, sufficient to establish their liability. It must also be demonstrated that the directors’ conduct caused or aggravated the insufficiency of the company’s assets.

An action under Article 2394 of the Civil Code is subject to a five-year limitation period, which begins to run when the insufficiency of the company’s assets becomes objectively ascertainable. In this respect, the relevant damage becomes actual only when the creditor can no longer obtain satisfaction out of the company’s assets, rather than merely facing a risk of non – recovery. As regards actions brought by the insolvency administrator, the starting date of the limitation period is presumed to coincide with the declaration of bankruptcy. The directors may rebut this presumption by proving that the insufficiency of the company’s assets had already become ascertainable before the declaration of bankruptcy.

Newsletter n. 121 – August/September 2026