IL Diritto di recesso nelle società di capitali

In 2003 the legislator, in order to facilitate to right of withdrawal, decided to demolish the two main pillars on which, up to that point it rested,i.e. the mandatory legitimizing nature of the grounds for, and the elimination of criteria having a penalizing effect on the withdrawer at the liquidation of shares. The negative attitude surrounding a withdrawal was justified, before the reform, by the need to ensure stability and completeness of the company's assets.Currently, the right to withdrawal has regained force, due to a greater legal autonomy accorded by the legislator granting the withdrawer both an economic function-the possibility of concessions when withdrawing capital, and a legal function-a valid defense instrument for the minorities.The research focused on the analysis of individual irrevocable grounds and on those lawfully revocable as well as those disciplined by the art. 2437c.c.The research then went on to analyze terms and conditions of the exercise of this right, paying particular attention to determining the value of shares and the process of liquidation.The regulation of withdrawal in the case of a limited liability company is different from that of a joint-stock company inasmuch as the regulation is permeated with the personalizing character of the relationship. This is valid both for the motivating elements, as well as the method of exercising this right. They both are affected by the legal autonomy conceded by the legislator to this type of Company.