Corporate law and director responsibilities

Our Company Code allows for a number of different company legal forms: cooperative, public limited liability, private limited liability, limited partnership, etc.

The differences between these types of companies are important given that they determine the amount of company capital and certain fundamental operating rules.

Capital in private limited liability companies is normally locked given that the entry of new shareholders requires a special majority.

This is also the case for cooperative companies.

On the other hand, the free transfer of shares is the fundamental principle underlying limited liability companies. As a result, it is essential that, in this type of company, relations between shareholders be regulated via special shareholder agreements. These include first refusal clauses and proportional representation mechanisms within the board of directors.

The role of directors is particularly important in each of these types of companies. Director responsibilities have multiplied over the years and include corporate actions (actio mandati), common law actions on the basis of Article 1382 of the Civil Code and special liability given a series of assumptions.