Directors' Liability in Case of Company Dissolution: Analysis of Order No. 10413 of 2024

Recently, Order No. 10413 of April 17, 2024, has shed light on crucial aspects concerning the liability of company directors in the event of dissolution. This decision by the Court of Appeal of Naples offers interesting insights for a better understanding of the obligations and consequences related to the management of a company in a critical situation.

Directors' Obligations in Case of Dissolution

The ruling clarifies that, in the presence of dissolution causes, directors must act with the utmost diligence to avoid damage to shareholders, creditors, and third parties. In particular, they must promptly ascertain the cause of dissolution and proceed with the filing of the relevant declaration in the company register. Failure to comply with these obligations may result in financial liability, as highlighted in the provisions of Articles 2485 and 2486 of the Civil Code.

Cause of company dissolution - Director's obligations - Violation of Articles 2485 and 2486 of the Civil Code - Dual profile of liability - Content. In the presence of a cause for company dissolution, directors are exposed to a dual and distinct financial liability: on the one hand, for damages suffered by the company, shareholders, company creditors, and third parties, as a result of delay or omission in ascertaining the cause of dissolution and filing the relevant declaration in the company register, and, on the other hand, for damages caused to such parties by acts or omissions carried out in violation of the prohibition from managing the company except for preservation purposes.

Consequences of Delay in Ascertainment

Delay in ascertaining the cause of dissolution can lead to serious consequences. Directors not only must face potential legal actions from shareholders or creditors but may also be required to compensate for damages arising from their inaction. It is important to emphasize that the liability is twofold: it extends to direct damages suffered by the company, as well as to those caused to third parties.

• Obligation of timely ascertainment
• Financial liability for direct damages
• Prohibition of managing the company for non-preservation purposes

Conclusions

In conclusion, Order No. 10413 of 2024 represents an important confirmation of the need for directors to operate with prudence and diligence in situations of corporate crisis. The dual financial liability highlighted by the ruling must serve as a warning to all directors, urging them to comply with the obligations set forth by the Civil Code and to protect the interests of the company and its stakeholders. Proper management of dissolution situations is crucial, not only for the safeguarding of the company itself but also for the protection of the rights of shareholders and creditors.