QUOTISTI SPECIALI E RECESSO NELLA SOCIETA' A RESPONSABILITA' LIMITATA

The purpose of this research is to identify and evaluate how shareholders of limited liability companies (s.r.l.), who have subscribed shares belonging to special categories, can be protected. In the absence of a statutory or by-law provision regulating the case, the aim is to investigate in more detail the detrimental modification of the rights conferred upon these category shares by the company’s articles of association. In summary, in order to fill the regulatory gap, the following interpretive reconstruction is argued. The modification of category rights can be made by majority vote with the attribution of the right of withdrawal for shareholders who have not consented to the resolution. More precisely, it is argued that neither the unanimity principle, which is provided for the modification of special rights nor the rules on the special meeting of s.p.a. are applicable. This is because, on the one hand, categories of shares are not (only) special rights objectified in the share, and, on the other hand, it is not considered necessary to go so far as to apply by analogy the rules on special meetings of S.p.a., when applicable and useful principles can be found in the rules of the s.r.l. type to fill the gap.