CORPORATE | Italian court clarifies the limits to the reclassification of shareholder payments

In its judgment of 3 February 2026, the Court of Ancona held that directors may not exercise discretion in classifying shareholders’ payments in the financial statements, nor may they subsequently alter their original accounting treatment. The accounting representation must accurately reflect the actual legal nature and concrete purpose of the payment, as determined by the parties’ intention.

A distinction must therefore be drawn between capital contributions, shareholder loans, contributions made without any repayment obligation or on capital account, and payments intended for future capital increases, since each category produces different legal and accounting consequences.

In particular, a shareholder loan retains the legal nature of a loan and gives rise to a repayment claim. Any subordination under Article 2467 of the Civil Code affects only the ranking of the claim and does not convert the loan into risk capital. In the case at issue, the amounts had consistently been recorded as interest-free shareholder loans, and that classification was supported by the available documentation.

The Court therefore held that their subsequent reclassification as equity reserves was arbitrary and contrary to the principle of consistency of accounting policies under Article 2423-bis of the Civil Code.

Accordingly, the Court declared the resolution approving the financial statements null and void for breach of the principles of clarity, truthfulness and correctness.

Newsletter n. 121 – August/September 2026