Corporate, Finance e Capital Market

The shares of limited liability companies are redeemable

On this theme, the Notarial Council of Milan has drawn up Precept No. 153 of 17 May 2016 (referred to below) on which we will comment: "Statutory clauses attributing partners of a limited liability company or some of them the right to redeem all or part of the shares of other partners are legitimate on fulfilment of certain conditions or during certain periods of time, without prejudice to applicability of the rule of fair valuation of shareholdings provided for in cases of legal withdrawal (Art. 2473, paragraph 3, Italian Civil Code).
With reference to the majorities required for the introduction of a redemption clause to the corporate bylaws:

(a) If the power of redemption is attributed to all partners and redeemability is envisaged as a condition which any partner may incur on the occurrence of particular situations, the introduction is approved with the ordinary majorities envisaged for amendments to the bylaws, subject to the individual consent of the partner or partners in the situation provided for by the clause at the time of statutory amendment;

(b) If instead the power of redemption is attributed only to some partners or redeemability is envisaged as subjection that affects only some partners, the redemption clause may be inserted in the bylaws only by unanimous resolution, since this concerns introduction of special rights of partners under Art. 2468 of the Italian Civil Code".

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