21 November, 2025

Exclusion of a shareholder: the Supreme Court of Cassation clarifies the legal nature of the Company’s right of exclusion of a shareholder and the limitation period

With Pronunciation No. 27804 of 18 October 2025, the Supreme Court of Cassation definitively resolved an important interpretative issue concerning the dissolution of the partnership relating to the limitation period for the Company’s right to exclude a shareholder in the event of serious breaches attributable to the latter, pursuant to Article 2949 of the Italian Civil Code. According to the principle of law expressed by the Court, the right to exclude a shareholder, while expressing the will of the majority to preserve the company’s interests, is not a Company’s sanctioning power exempt from the statute of limitations, but rather a subjective right that can be exercised within a predetermined period of time to protect the balance between shareholders. The pronunciation under examination, therefore, overcoming the contrary view held that the shareholder’s right of exclusion was not subject to limitation due to the supposed supremacy of the company – supposedly entitled to a self-protective remedy – has established that this right is subject to a five-year statute of limitations, starting from the shareholder’s defaulting conduct (i.e. from the moment it becomes knowable), in accordance with the principles of good faith and legal certainty.

 

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