Corporate, Transformation of srl into a spa, Withdrawal of a shareholder, Judgment no. 28987 of 12/11/2018, First Supreme Court Court of Cassation

Article 2473, paragraph 1, c.c.

Applicable Discipline, Good Faith and Correctness as Supplemental Sources, Relevance

In the hypothesis of transformation of a limited liability company into a joint-stock company, the regulation of the right of withdrawal applicable to shareholders is that dictated by art. 2473, paragraph 1, of the Italian Civil Code, which does not provide for terms of forfeiture; it follows that, if the deed of incorporation and the bylaws do not determine the methods and timing, the withdrawal must be exercised according to correctness and good faith, it is up to the judge to assess the circumstances of the specific case, in particular with reference to the adequacy of the term within which the withdrawal was exercised, taking into account the plurality of interests involved.

Source Supreme Court of Cassation