La personalizzazione della società per azioni: studio sui limiti dell’autonomia statutaria

The thesis aims to frame the content and scope of the “depersonalization” phenomenon traditionally attributed to limited companies and to examine its validity and legal relevance with reference to the limits imposed on the shareholders in the conformation of the company in a more personalistic sense. In Chapter I are examined the aspects that mainly reflect the indifference of the law towards the identity and qualities of the shareholders. In Chapter II is then outlined the notion of “personalization” assumed for the purposes of the investigation and are also analysed the regulatory aspects that contradict the impersonal connotation of the limited company. In Chapter III is studied the relationship between the “type” of the limited company and the “depersonalized” dimension that is traditionally ascribed to it, pondering the polysemy of this term in the context of company law. Considering the “type” as the real or ideal socio-economic model of the company, the traditional link between the limited company and the medium-large enterprise owned by a plurality of interchangeable subjects raises problematic profiles which negatively affect the opportunity to draw precise consequences from it. Furthermore, the concept of depersonalization cannot be considered as an autonomous element of the “type” as the legal form of the company. In modeling the company’s articles of association in a more personalistic sense, the shareholders find no other limits than those explicitly established by the law and those represented by the specific elements of the legal form of the limited company. The legal instrument of the shares does not imply the complete indifference of the limited company to the personal conditions of the shareholders, but the principle according to which every right of the shareholders must be attributed through the mediation of the share and therefore be transmissible together with the latter. The impersonal representation of the limited company, therefore, does not assume a precise legal relevance and cannot be legitimately invoked in support of the invalidity or ineffectiveness of the provisions of the articles of association that introduce a specific consideration of characteristics or events directly referable to the person of the shareholder.