Corporate Law, Conclusive evidence of shareholders’ debts, financial statements and balance sheets approved by the shareholders’ meeting, Court of Venice, March 6, 2026, no. 2987/2026

Conclusive evidence of shareholders’ debts as shown in financial statements and balance sheets approved by the shareholders’ meeting

In joint-stock companies (and similar corporate entities), financial statements approved by the shareholders’ meeting—as well as balance sheets prepared for the purpose of capital-related transactions (which are treated similarly to financial statements, as they must attest to the veracity of the stated capital)—constitute conclusive evidence against shareholders regarding their debts to the company, provided that such debts are specifically indicated therein. This serves as an exception to the general evidentiary rule set forth in Article 2709 of the Italian Civil Code.

The evidentiary weight of financial statements and balance sheets approved by the shareholders’ meeting, concerning debts owed by shareholders to the company, is rooted in the general principle that shareholders’ resolutions are binding—a principle established by Article 2377, paragraph 1, of the Italian Civil Code (and applicable to limited liability companies, or *s.r.l.*, pursuant to Article 2479-ter of the Italian Civil Code). Under this principle, a resolution is binding upon all shareholders, including those who dissented, unless and until it is suspended or annulled.

In the absence of a challenge to the resolution approving the financial position, the following factors are irrelevant for the purpose of proving a shareholder’s debt to the company: the nature of the approval act as an admission or acknowledgment of debt; whether the proxy holder possessed the authority to enter into binding agreements; the validity of the proxy itself; and the sufficiency of the accounting documentation to substantiate the underlying basis for the entry.

A partial payment made by the opposing party during proceedings to challenge an injunction order (decreto ingiuntivo) results in the revocation of the injunction and an order to pay the remaining balance; meanwhile, the costs of the initial summary (monitorial) phase are borne by the opposing party, given that the payment occurred after the injunction was issued.

When the prevailing party is an insolvency proceeding certified as lacking funds pursuant to Article 144 of Presidential Decree (D.P.R.) 115/2002—and is therefore treated in the same manner as a party granted legal aid at the State’s expense—the litigation costs charged to the losing party are to be paid to the State, in accordance with Article 133 of Presidential Decree (D.P.R.) 115/2002.

13/11/2026

Prof. Paolo Flavio Mondini

Source Giurisprudenza delle imprese