CORPORATE | Italian supreme court on the Reduction of Share Capital below the Legal Minimum

On 1 August 2025, the Italian Supreme Court issued its judgement in case No. 22219. The Court clarified that directors are required to ascertain and declare when the company’s share capital falls below the statutory minimum, and to proceed without delay to register the cause of dissolution with the Companies Register. These obligations do not cease to apply even if the financial statements already show the loss. Failure to take action exposes directors to liability for damages suffered by shareholders, creditors, and third parties, both for the omission of the assessment and for any subsequent mismanagement not aimed at preserving the company’s assets.

Newsletter n. 110 – August/September 2025