Court of Milan, register judge (giudice del registro): judicial claims on s.r.l. quotas can be registered in the italian business register

With a decision published on December 10, 2018, the Register Judge of the Court of Milan confirmed that judicial claims regarding quotas of limited liability companies (“S.r.l.”) can be registered in the Italian Business Register.

Despite the fact that the Italian Civil Code does not expressly include judicial claims among the facts/documents that can be included in the Business Register, this decision is particularly important since the judge confirmed some case precedents that substantially interpret the principle under which the Register can only accept registrations expressly mentioned in the law.

Several courts have, in fact, emphasized another principle: the structure of the Register is built on the rule that legal information on companies must be complete. Thus, if the quotaholder registers the transfer of ownership in the Register, the Register itself cannot reasonably refuse entries concerning the circumstances that may affect this ownership.

The court did not analyze the issues surrounding the legal consequences of these entries on the subsequent transfer of ownership. Therefore, the court did not side with either those who deem that the entry of a judicial claim grants the plaintiff the right to claim, in case of success, the relevant quota from any subsequent transferee (even if a case precedent confirming such effect is referred to in a footnote); or with those who instead say that the entry is only meant to inform third parties of the pending suit.

However, as some have argued, irrespective of the above-mentioned positions, acceptance in the Register of entries regarding judicial claims on the ownership of S.r.l. quotas makes valuable arguments available for the plaintiff to react to the transfer of the quota occurring after the entry but before the successful outcome of the suit. In fact, the plaintiff can claim that the transferee acquired the quotas in bad faith (i.e. knowing that there was a pending lawsuit on the ownership of the quota) and, on these grounds, the plaintiff can try to invalidate the sale or, at least, claim damages.

In conclusion, a final and more generalized acceptance of these entries in the Register would result in a useful instrument capable of protecting buyers of S.r.l. quotas.

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