"Società a responsabilità limitata" in Italy: full asset separation? Not always…

One of the most common corporate forms in Italy is the società a responsabilità limitata - S.r.l. (a limited liability company).

Thousands of small and medium-sized businesses use this corporate form to conduct their business.

One of the key reasons for the success of this legal structure is the principle of “full asset separation” (autonomia patrimoniale perfetta), considered one of the greatest advantages of an S.r.l.

“Full asset separation” ensures that members are not personally liable for the company's debts.

Their liability is strictly limited to the capital they have invested, thereby protecting their personal assets.

However, the situation changes when a member also holds the position of administrator:

With the entry into force of Legislative Decree No. 14 of January 12, 2019, unlike in the past, the administrator of an S.r.l. may be held financially liable in the event of the company's insolvency.

An administrator who fails to take the precautions required by law (Articles 2476, 2056, and 2086 of the Italian Civil Code) may suffer negative consequences resulting from the company's insolvency.

In such a case, they will be personally liable with their own assets for corporate debts that cannot be covered by the company's assets.

Milan 04.02.2025

Avv. Giovanni Babino