Select Page

Section 2341 bis of the BGB establishes rules for contracts of unlisted partners. The first, third and fifth items for restricted companies also apply to agreements of unlisted companies. “Sindacati di voto” (voting agreements) are generally considered valid and admissible. They consist of a shareholder pact by which certain shareholders commit each other to vote according to the will of the majority of the signatories of the agreement. Shareholder agreements to regulate the portability of shares, voting rights or the exercise of influence over the company are governed by Article 2341 bis et ter of the Civil Code. Shareholder agreements should not last more than five years. According to most commentators, the five-year term does not apply to Srls. The shareholders` pact applies to the extent that they do not remove their duties at the general meeting, suppress the right to vote or conflict with the interests of the company. “Azioni di godimento” has no voting rights, but entitles the dividends that are subject to the distribution of dividends to holders of other classes of shares. Azioni di godimentokann are issued only as part of a capital reduction and are distributed as a kind of compensation to those who are entitled to a refund as a result of the cancellation of their shares. In accordance with Article 2352 BGB, if the shares are pawned or subject to a usufruit right for the benefit of a third party, the right to vote (unless otherwise available to the parties) is granted to the pawnbroker or the holder of the usufruit right, unless otherwise available to the parties. In the case of seizure (pignoramento) or seizure (sequestro conservativo o giudiziario) of the shares, the right to participate and vote at the general assembly is granted to the custodian of the shares according to the instructions of the court.

These rules also apply to contingents in an Srl. In addition, Article 2468 of the Italian Civil Code stipulates that, in the event of common ownership of quotas in an Srl, voting rights should be exercised by a common representative of the co-owners. (1) Financial instruments issued in return for the provision of services/goods (Article 2346 bGB) under section 2346. To the extent that the statutes provide, these financial instruments may be distributed among members or non-members in return for the provision of goods or services to the company. Under Section 2351 of the BGB, these financial instruments may grant property or management rights to their holders, with the exception of voting at general shareholder meetings.