Death of a member of an Italian company: the shares and the heirs’ rights

The Italian Civil Code provides that holdings in an S.r.l. are freely transferable, including by succession on death, «unless the articles of association provide otherwise» (art. 2469 of the Civil Code). Without specific clauses, therefore, the heirs step into the holding and into the rights of a member: voting at the general meeting, dividends, information, claims against the directors.

The articles, however, can restrict or exclude the transfer. The most common clauses are three:

• non-transferability: the holding cannot pass to the heirs;
• approval (gradimento): the heirs join only if the other members, a company body or a third party accept them;
• accrual or continuation: the holding accrues to the other members, who pay its value to the heirs, or only one of the heirs joins.

Where the articles make the holding non-transferable, make the transfer subject to approval without conditions and limits, or set conditions that in the specific case prevent the transfer on death, the heirs may exercise the right of withdrawal and obtain repayment of the holding (art. 2469(2) of the Civil Code).

A «mere approval» clause does not, on its own, give a right to withdraw. The Court of Cassation has made this clear (Court of Cassation, Civil Section I, order of 29 January 2024, no. 2660): the law aims to prevent a member from being a «prisoner» of the company, and that risk exists only if approval is refused. If approval is granted, the clause does not in practice restrict the freedom to transfer and there is no right of withdrawal.

For the heirs, this means the first step is to read the clause carefully and formally request approval, where required. A refusal opens the way to withdrawal; approval makes them members in every respect, with the rights and responsibilities that follow.

On withdrawal, repayment is calculated in proportion to the company’s net assets, taking account of their market value at the time of the notice of withdrawal; failing agreement, the value is set by the sworn report of an expert appointed by the court. Repayment must be made within one hundred and eighty days of notice to the company, and may also take place through the purchase of the holding by the other members or by a third party (art. 2473 of the Civil Code).

Becoming the owner of the holding by succession is not enough to exercise a member’s rights. The transfer takes effect towards the company only from its filing with the companies register (registro delle imprese), which on death is made at the request of the heir or legatee (art. 2470 of the Civil Code). The Court of Cassation restated this in a case brought by a member against the director and continued by his heirs after his death (Court of Cassation, Civil Section I, judgment of 29 January 2024, no. 2624): both acceptance of the estate and the filing are required, with the death certificate, the will if there is one, a sworn declaration of heirship and the succession tax return.

The same judgment contains a point worth knowing before acting: the steps taken to register the holding amount to tacit acceptance of the estate (art. 476 of the Civil Code). An heir who applies to register the holding has accepted the estate outright and is liable for the deceased’s debts with their own assets too. If the estate may carry debts, or sureties given by the member for the company, the choice between outright acceptance, acceptance with the benefit of inventory (beneficio d’inventario) or renunciation has to be made first: see our page on inheritance and estate disputes in Italy.

Where there are several heirs, until the estate is divided the holding belongs to all of them jointly. Members’ rights, starting with the vote at the general meeting, must be exercised by a common representative, appointed under the rules on co-ownership: by majority and, failing agreement, by the court (art. 2468 of the Civil Code, with arts 1105 and 1106).

The point is practical. If the deceased member was also the sole director, the company is left with no one to run it, and appointing a new director normally requires a decision of the members, in which the heirs’ holding has to be voted through that representative. Until one is appointed, a significant holding stays silent, with consequences for management, the annual accounts and the banks. Appointing one early, even provisionally, prevents decisions from being taken without the family, or not being taken at all.

In partnerships, unless the partnership agreement provides otherwise, when a partner dies the others must pay the value of the share to the heirs, unless they prefer to dissolve the partnership, or to continue it with the heirs themselves, if the heirs agree (art. 2284 of the Civil Code, applicable to the S.n.c. under art. 2293 and to the S.a.s. under art. 2315). The exception is the share of a limited partner (socio accomandante), which passes to the heirs (art. 2322).

The heirs, therefore, do not step into the partner’s position: they have a claim against the partnership. The sum represents the value of the share, calculated on the partnership’s financial position on the day of death, with a share in the profits and losses of transactions in progress; payment is due within six months (art. 2289 of the Civil Code).

A recent decision shows a mistake to avoid. In a case on the division of an estate, the heirs had listed a share in an S.n.c. among the assets; the trial courts disregarded it, treating the claim for payment as new. The Court of Cassation set that judgment aside: listing the share in the estate expressed the intention to assert the rights attached to it, and the court had to value it under the statutory criteria (Court of Cassation, Civil Section II, order of 6 May 2026, no. 13030). It is better not to rely on interpretation, though: the claim for payment should be addressed to the partnership and made explicitly.

Consider a Milan entrepreneur who dies leaving a wife and two children, 60 per cent of a family S.r.l. of which he was sole director, and half of a property S.n.c. held with his brother. In the S.r.l., if the articles say nothing, the three heirs become joint owners of the holding; in the S.n.c. they are entitled to the value of the half share, unless the brother prefers to dissolve the partnership or proposes to continue it with them. These are two different paths, to be started in parallel:

1. Collect the articles, partnership agreements and company searches for each company, with the latest accounts and any shareholders’ agreements.
2. Check the deceased’s debts and sureties, including those given for the company, before any step that might count as acceptance.
3. Appoint the heirs’ common representative in the S.r.l. and, if there is no director, move for an appointment.
4. Request approval or exercise withdrawal, where the articles provide for it, in the manner and within the time limits they set.
5. Claim payment in writing for the partnership share, asking for the financial position at the date of death and, if needed, an independent valuation.

The value of the holdings then affects the division among the heirs and the calculation of the forced share reserved to close family (legittima): if the member gave holdings to one of the children during his lifetime, those gifts are brought into the calculation (art. 556 of the Civil Code). Heirs living abroad can contact us in English.