Joint and several liability of shareholders – not managing sharholder- of Italian LTD / SRL

In order no. 1358/2026, the Italian Supreme Court (Corte di Cassazione) held that, pursuant to Article 2476(8) of the Italian Civil Code, a non-managing shareholder of an S.r.l. is not jointly and severally liable with the director for any act of mismanagement (mala gestio) merely by virtue of being the company’s “owner”. Such liability arises only in respect of conduct which simultaneously:

• can be characterised as managerial/administrative in nature (gestorie); and

• influences the directors in the managerial act that was resolved upon, carried out, and subsequently proved to be harmful.