Corporate, Shareholdings, Dividends, Art. 1148 of the Italian Civil Code, Supreme Court of Cassation, Second Civil Section, Judgment No. 34221 of 26/12/2025

Action for the Claim of Shareholdings – Dividends – Art. 1148 of the Italian Civil Code – Applicability – Exclusion – Reasons.

Summary

The Second Civil Section, ruling on an action for the claim of shareholdings, excluded the applicability of Art. 1148 of the Italian Civil Code to the related dividends, stating the following principle of law:

“Dividends are not the result of the use of the res, but represent the result of an economic activity of production and exchange of goods and services and are earned to the extent that profits are obtained in the exercise of the business activity, which the company then decides to distribute.

The profits (or dividends) to be distributed to shareholders represent the excess of the company’s net assets over the initial share capital.

Consequently, they do not accrue automatically, and therefore cannot be considered as compensation for the enjoyment of capital by third parties (Article 820, paragraph 3, of the Italian Civil Code), also because the distribution is approved by the shareholders’ meeting and there is no right to obtain profits, except those whose amount will be established by the shareholders’ meeting itself.

Source: Supreme Court of Cassation