Sole shareholder and liability under Italian Law
Under Italian Law, it is possible to incorporate a limited liability company (S.r.l.) with a single shareholder, i.e. a company in which the share capital is entirely held by one individual. In this case, the S.r.l. is incorporated by a unilateral act of a natural or legal person.
Features of the S.r.l. with a sole shareholder are that the minimum share capital requires must be paid in entirely upon the incorporation and the shareholder must disclose by means of transcription in the proper register that he is the sole shareholder of the company. Furthermore, as in all S.r.l. companies, the sole shareholder is not personally liable for the obligations of the company. Creditors may, therefore, only take action against the company’s assets.
However, there are cases where the shareholder is personally liable. In particular, if the sole shareholder does not comply with the rules on share capital or disclosure, then he becomes liable for the obligations of the company.
In addition to these cases, the Italian Supreme Court has recently ruled (judgement no. 12334 of 2019) that the tax penalties applied to the company are charged to the sole shareholder, who is personally liable with his assets.
However, if the sole shareholder has acted, exclusively, in the interest and for the benefit of the company then the limited liability will still apply. Therefore, in order to avoid liability, it is necessary to demonstrate that the shareholder has not received any direct benefits from the tax violation.
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