Italian Supreme Court rules on S.r.l. sole business asset sales

The Italian Supreme Court (Cassazione), in ruling n. 24244/2026, has clarified the legal requirements for the sale of a limited liability company's (S.r.l.) sole business asset. The court ruled that if the sale of the company's only business asset substantially modifies the corporate purpose, it requires a prior decision by the shareholders.

Under Article 2479 of the Civil Code, while administrators typically manage business assets, the sale of the entire business entity is considered an extraordinary decision reserved for shareholders. Without this formal resolution, the administrator lacks the necessary representative power, and the transaction may be deemed ineffective, even against third parties.