I am a US Citizen and a 50% shareholder of an Italian SRL (LLC) that was created in Verona, Italy back in 2006. I have a 40% Italian partner and a 10% Italian partner who is also the sole director of the company. We are all now in a dispute and I would like to verify that jurisdiction would be in Italy where the company was "incorporated". Does a EU or Italian law exist regarding jurisdiction for shareholder disputes? Wouldn't Italy be the only court that could govern the internal affairs of an Italian Corporation? Thanks for the help!
3 Answers from Attorneys
The Italian Civil Procedure Code clearly states that the settlement of shareholder disputes is assigned to the judge of the place where the registered office of the company is located.
Should you specify the subject of your case, I may check if it actually falls within the scope of the provision.
I look forward to hearing from you, then.
Jurisdiction is of an Italian Court (if the company has its registered offices in Verona: Tribunale di Verona) according to our civil procedure code and art. 22 Council Regulation (EC) No. 44/2001 of 22 December 2000 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters. Italian Courts are the only that could decide the case.
I may confirm that italian jurisdiction is the only useful jurisdiction, but you shouldn't get in alarm for this. Under Italian law shareholders are strongly protected even from the Director...and you own the 50% of the company.
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