Special rights on profits in limited liability companies: a study by the National Council of Notaries

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Corporate, Finance e Capital Market

The National Council of Notaries, in its Study no. 48-2016/I entitled "Special rights on profits in limited liability companies: clauses of the deed of incorporation" (the Study), investigates the introduction of special rights on profits in the deed of incorporation of limited liability companies under Art. 2468 of the Italian Civil Code. This is an exemption to the general principle’s second paragraph, by which each shareholder benefits from the corporate rights proportionally to their investment value.


The Study shares the opinion that the provision in Article 2468, Paragraph III of the Italian Civil Code which attributes special rights “in the distribution of profits”, should be construed broadly. This will allow financial benefit which may differ from the strict attribution of profits.

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