CORPORATE – Italian court on clauses providing for the exclusion of a shareholder of a limited liability company

On 31 October 2023, the Court of Catanzaro issued its ruling No. 30143, stating that the clauses in by-laws providing for the exclusion of a shareholder of a limited liability company under Article 2473 bis of the Italian Civil Code must be specific and clearly defined, so as to identify the individual conduct justifying the adoption of the exclusion measure. Accordingly, all clauses providing for the exclusion of a shareholder in the presence of generic “serious breaches of the shareholder’s obligations under the articles of association”, without specifically indicating certain types of conduct, are unlawful.

Newsletter n. 92 -January 2024