COMPANY '- The control of the minority shareholder in Srl Right to information and consultation. 
The limited liability company certainly is the form used in most cases by those who want to set up a company capital.
Often, however, the relationship between the shareholder, or between those who have subscribed to the shares or bought them from the original partners, with the passage of time may deteriorate and it becomes necessary to carry out checks on operations.
Here I suggest the reader a quick overview the faculty member is not granted to the administrator Civil Code, inviting the reader to turn to the study for any further information on limited liability companies or persons, such as SAS and Snc The legislature has provided that members do not solicit or administrators can affect some decisions that the company should or could take, this right can not be hindered by the majority shareholders or the board of directors.
Article. 2479 of the Civil Code in the first paragraph provides that the shareholders holding at least 1 / 3 of the share capital can convene the meeting and propose for approval a few topics other than those reserved for them in the articles.
addition they may require some decision to be taken Meeting with the method, Art. 2479 a, although the memorandum provides an alternative method and that for changes to the constituent, transactions involving the change of company, the change of shareholder rights or reduction of capital losses as provided by 'Art. 2482 ca.
Article. 2408 mentioned by art. 2477, paragraph 4, stipulates that if Srl has no obligation to have every member of the supervisory board may terminate the management measures which have damaged the company considers the supervisory board that should be taken into account in its report to the assembly.
If the complaint comes from the member owns 1 / 20 of the capital the board of auditors must investigate without delay the facts and submit its findings and any proposals to the assembly.
brings us to the decisive point in the field of social control over the documents. Following the reform of company operation with the Decrees Decree Law 6 / 2003 and 37/2004, the Civil Code states
the second paragraph of art. 2476 "
members not involved in the administration are entitled to have news from administrators on the conduct of social affairs and to consult, even by professionals they trust, the corporate books and documents relating to the administration." .
control by the shareholders, not directors is expressed in
right to information and consultation including through professionisti di fiducia del socio ed è mirato ad assicurare una corretta gestione della società da parte degli amministratori. E' il mezzo tipico a disposizione del socio di minoranza per controllare l'operato dell'amministratore, espressione della volontà del socio di maggioranza. Va rimarcato che il diritto di controllo non può essere negato o limitato ad alcuni documenti da parte degli amministratori potendo in tal caso il socio rivolgersi all'autorità giudiziaria e non è subordinato alla ricorrenza di un particolare interesse ma solo alla titolarità della qualifica di socio.
Come detto il controllo può essere effettuato con l'ausilio di avvocati, commercialisti delegates from the member or other professionals is not an administrator. Directors should provide information on the conduct of social affairs and grant access to company books and documents relatvi al'amministrazione. In the case of
refusal by the company to make available documents the right of access can be operated by the shareholder in a matter of urgency with the
appeal to the competent court in relation to the registered office of the company, under Article . 700 of the Code of Civil Procedure. The shareholder has the right to exercise control in question and issue of copies of all documentation relating to the management of the company as required by Court of Pavia by an Ordinance of 2007. In this case the member, after submitting a request extrajudicial been unsuccessful, had brought the action under Art. 700 cpc asking the Court to order the company, according to art. 2476, paragraph 2, access and extract copy of the ledger, book of aduanze and deliberazoni Assembly and the Administrative Board, the book inventory, ledger, VAT records, tax returns, billing and the invoices and other documents relating to corporate management.
Justices of Pavia stated that it recognized the right of a shareholder to exercise control through the release of copies of all documentation relating to the management.
should be noted that the right to obtain copies is provided for in Article SpA. 2422 while for the Srl is admissible even if not expressly stated in the code, except when necessary to apply to the court to define the mode in the absence of agreement between the parties.
focuses in the field of protective measures in addition to
prima facie case, or the requirement of membership is required
danger in delay or the possibility that the delay in obtaining the information would prejudice the right of control over 'Directors of the Company and the exercise of their powers both within the company through legal actions such as impugnazone budget or pursue action for damages against directors.
In conclusion based on experience I can suggest to the minority shareholder of the shareholder does not, however, Ltd and director who perceive difficulties in the "life" has a hint of corporate and business management "unclear" to operate without delay the right terms of art. 2476, section 2, relying on management checks of directors to experienced professionals.
A formal request to the company to give information on the conduct of social affairs and to consult the corporate books and anything else relevant to the management company, followed by access to documents, extraction and copy any action in court against those responsible, proved decisive in protecting the interests of the minority shareholder from activities contrary to law or contrary to social pacts in place by directors or majority shareholders.
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