Right of separation of minority shareholders and insolvency proceedings


Article 348bis of the Companies Act (1/2010), which came into effect on January 1 2017, recognises the right of separation of minority shareholders of non-listed companies in the case of non-distribution of dividends. In particular, this provision addresses one of the most common abuses by majority shareholders: rejecting the distribution of dividends even if the company is in the black year after year. In this scenario, the majority shareholders of a company prevent the minority shareholders from benefiting from the company's revenues, while – as insiders – such majority shareholders profit from remuneration as directors or other contractual agreements from which the minority shareholders are excluded.