The directors (amministratori) of an Italian limited liability company (Srl) bear a central responsibility for the management, control, and crisis prevention of the company. Their duties are governed by the Italian Civil Code (Codice Civile), particularly in Articles 2475 et seq. and 2476 of the Civil Code.
The management of an Srl can be structured in different ways:
Depending on the structure, the decision-making and representation powers vary. In a board of directors, representation is usually held by the president or the delegated directors.
The directors represent the company externally and are responsible for its ordinary and extraordinary management. They must:
If the company’s share capital decreases significantly, specific obligations apply under Articles 2482-bis and 2482-ter of the Civil Code.
When a loss exceeding one third of the company’s share capital is ascertained, the director must convene a shareholders’ meeting within 30 days.
The meeting may decide to:
If the loss persists in the following year, a reduction or recapitalization of the share capital becomes mandatory.
If the capital falls below €10,000, the company must either:
Directors are jointly and severally liable towards the company, its shareholders, and third parties for damages resulting from intentional or negligent breaches of their duties.
They are particularly liable for:
An action for liability may be brought by the company, the shareholders, or the creditors if the company’s assets are insufficient to satisfy their claims.
Criminal liability always remains personal to the director. Each shareholder may, in the event of serious irregularities, bring an action for liability and request the dismissal of the director.
With the entry into force of the Code of Business Crisis and Insolvency (Codice della crisi d’impresa e dell’insolvenza, Legislative Decree No. 14/2019), the responsibilities of directors in the field of crisis prevention and management have been significantly expanded. The aim is to identify business crises at an early stage and adopt appropriate measures to prevent insolvency.
In addition to the obligations already mentioned, directors must carry out the following activities:
Failure or delay in taking such measures may be considered a breach of duty and may entail both civil and criminal consequences. The crisis legislation thus emphasizes the preventive responsibility of directors to ensure business continuity and protect the interests of creditors.
Directors (amministratori) are the persons responsible for managing and representing the Srl, such as the sole director or the board of directors.
They must ensure proper organization and accounting, identify risks early, and take appropriate measures to manage financial crises.
Directors are personally liable for breaches of duty, violations of law, or gross negligence, both civilly and in some cases criminally.
The director must convene a shareholders’ meeting within 30 days to decide on actions such as recapitalization or liquidation.
It requires directors to implement early warning systems and adopt restructuring measures to prevent insolvency.