Shareholder Interference and Joint Liability in an S.r.l.
When the Shareholder Goes Beyond the Shareholders’ Meeting
The Italian Supreme Court (Corte di Cassazione), in Order no. 32545 of 13 December 2025, clarifies that a shareholder’s liability in an S.r.l. under Article 2476(8) of the Italian Civil Code does not automatically arise from capital participation or the exercise of corporate rights. Rather, it requires a direct and qualified involvement in the company’s management.
The shareholder is jointly and severally liable with the directors only where he or she carries out management acts that are harmful, or knowingly directs, authorizes, or influences the decisions of the management body, thereby exceeding the shareholder’s ordinary and physiological role within the shareholders’ meeting.
The Subjective Element as a Limitation on Shareholder Liability
The Supreme Court places decisive emphasis on the subjective element of the shareholder’s conduct, making it clear that liability under Article 2476(8) of the Civil Code cannot be based on merely passive behavior, imprudence, or a lack of diligence. What is required, instead, is a conscious and purposeful interference in corporate management, capable of concretely affecting the decisions taken by the directors.
Shareholder liability arises only when the shareholder becomes the substantive center of attribution for management decisions, assuming a role which—although lacking a formal appointment—is effectively comparable to that of the management body. In the case at hand, such involvement was inferred from factual indicators, including the manner in which the shareholding was acquired and the use of shareholders’ agreements, which were deemed suitable to demonstrate the shareholder’s direct role in steering transactions later found to be detrimental.
Whistleblowing: New ANAC Guidelines on Internal Reporting Channels
What’s New in the 2025 ANAC Guidelines
With Resolution no. 479 of 26 November 2025, published on 12 December, ANAC adopted new Guidelines on internal reporting channels, intended to supplement (and not replace) those issued in 2023. The document was also drafted in light of the opinion of the Italian Data Protection Authority and aims to provide more detailed operational guidance to ensure a uniform and effective application of Legislative Decree no. 24/2023. Particular attention is devoted to the management of internal reporting channels, the role of the person or body handling reports, staff training, and coordination with other compliance safeguards.
E-mail, Legislative Decree 231 Models, and Corporate Groups
One of the most significant clarifications concerns the use of email as a reporting channel: ANAC reiterates that ordinary email or certified email (PEC) systems are generally not suitable to ensure the confidentiality of the whistleblower’s identity, primarily due to system logs, unless specific technical safeguards are adopted and duly justified within the privacy impact assessment.
With regard to Legislative Decree 231 compliance models, the Guidelines confirm that whistleblowing channels must comply with the requirements of Legislative Decree no. 24/2023 and may be governed by an organizational measure referenced in the model. The duplication of channels is discouraged, with a recommendation to adopt a single internal channel for all reports.
Finally, within corporate groups employing up to 249 employees, the sharing of both the reporting channel and its management is permitted, including through group-wide platforms articulated at group level.
Chair of the Board and Employment Relationship: A Debatable Presumption
The Principle Stated
With Order no. 5318/2025, the Supreme Court held that there is an absolute incompatibility between the status of an employee of a company and the office of Chair of the Board of Directors (as well as that of sole director). According to the Court, the accumulation of powers of representation, management, and control precludes any relationship of subordination, resulting in the non-deductibility of the related labor costs for tax purposes.
The Reasoning of the Supreme Court
In its reasoning, the Court refers to its established case law, according to which the positions of shareholder and employee may generally coexist with that of director of a capital company, with the exception of cases involving a sole director or a “sovereign” shareholder (Cass. no. 11161/2021). The same decision notes, however, that the reference to the Chair of the Board emerges only among the grounds of appeal raised by the Italian Revenue Agency and not as a settled principle.
On the contrary, the Supreme Court has repeatedly held that even a shareholder-director—even in companies with only two shareholders, both of whom are directors—may be classified as an employee, provided that an effective subjection to the managerial and supervisory powers of the collegial body is established in concrete terms. From this perspective, the corporate office does not per se exclude subordination, which remains conceivable outside the sole case of the sole director.
Corporate Meetings in 2026: Operational Rules Between Statute, Extensions, and Notarial Practice
The Regulatory Framework
The holding of corporate meetings in 2026 must be framed within a layered regulatory context. In particular, account must be taken of the innovations introduced by Article 11 of Law no. 21/2024 (the so-called “Capital Markets Law”), the extension provisions set out in Article 4(11) of Decree-Law no. 200/2025 (the “Milleproroghe 2025”), and the interpretative guidance provided by Opinion no. 216 of the Milan Notarial Council.
Meetings Held via Audio-Video Links
The legislature has progressively expanded the possibilities for holding corporate meetings remotely, introducing relevant distinctions depending on the type of company and the structure of the meeting:
- S.r.l.: meetings may be held entirely remotely, even in the absence of a specific provision in the articles of association.
- S.p.A.: until 30 September 2026, “virtual” meetings are permitted even without a statutory provision. After that date, remote participation by shareholders will require a clause in the articles of association; directors and statutory auditors may, in any event, participate remotely.
- Universal meeting of an S.p.A.: remote meetings remain permissible both before and after 30 September 2026, provided that all shareholders entitled to vote and the majority of directors and auditors participate.
Physical Venue, Minutes, and Notice of Meeting
If the meeting is convened at a physical venue, the secretary must be present at that location, while the chair may participate remotely (where audio-video attendance is предусмотрed). The minutes may be drafted and signed at a later time; if the minutes are notarized, the notary’s signature alone is sufficient.
Where remote attendance is permitted, the notice of meeting may omit any indication of a physical venue and require participation exclusively via audio-video connection.
Concealment of Accounting Records and the “Particular Triviality of the Offense”
The Case
The Supreme Court addressed the issue of non-punishability due to the particular triviality of the offense in relation to the crime of concealing or destroying accounting records. The case concerned the legal representative of a company, convicted of concealing or destroying invoices relevant for tax purposes.
On appeal, notwithstanding a reduction in the scope of the criminally relevant conduct, the Court of Appeal excluded the application of Article 131-bis of the Criminal Code, relying on an overall assessment of the defendant’s conduct.
Principles Affirmed by the Supreme Court
The Supreme Court criticized the approach adopted by the lower court, clarifying that the assessment of “particular triviality” must focus exclusively on the criminally relevant conduct. It is not permissible to base the denial of the exemption from punishment on conduct of mere administrative relevance or on moral evaluations, such as the defendant’s lack of cooperation or failure to undertake remedial initiatives.
According to the Court, such elements do not affect the concrete offensiveness of the offense and cannot be used to exclude the application of Article 131-bis of the Criminal Code. Nor is the lack of an admission of liability or the absence of compensation for damages relevant, especially where such damages have not been established in the proceedings.
The judgment was therefore quashed and remanded, so that the Court of Appeal may carry out a new assessment consistent with these principles.