Insights

As a general rule, the shareholders' meeting of a limited liability company must be convened at least eight days in advance, by sending a registered letter to the shareholders' domicile indicated in the Companies' Register. Although complying with such term and formalities triggers a presumption of knowledge of the meeting by the addressees, Italian Courts (among others, the judgment of the Court of Rome of 21 December 2020) ruled that this interpretation shall now be considered superseded by the principles of good faith and fairness in corporate relations. In the case at stake, the convocation by registered letter was considered irregular, because the company’s director (simultaneously, minority shareholder) convened the meeting by registered letter although he was aware that an address reported in the Companies' Register was incorrect, thus acting in contrast with the common practice of using the registered e-mail address (PEC) and breaching the principle of good faith by jeopardising the shareholder's right in participating to the meeting. The principle set out by case law is particularly interesting for Italian companies of international groups with foreign shareholders or shareholders resident, or having their registered office, abroad and whose personal data resulting from the Companies' Register may easily be outdated.