The management of family assets, especially when including holdings in limited liability companies (S.r.l.), represents one of the most delicate and complex aspects of modern inheritance law. In Milan, the pulsating heart of Italian entrepreneurship, it is frequent for generational transfer to occur not only through wills but also through corporate transactions that can conceal genuine gifts. When these transactions alter the balance among heirs, the risk of infringing upon the reserved share (quota di legittima) arises. As a succession lawyer operating in Milan, Avv. Marco Bianucci daily observes how seemingly legitimate transfers of shares can hide indirect donations, creating profound disparities among family members. Understanding these mechanisms is fundamental for those who believe they have been unjustly excluded from the distribution of family assets or for those who wish to plan their succession to avoid future disputes.
Corporate dynamics offer sophisticated tools that, if used improperly, can deplete the inheritance in favor of a single heir or a third party. This is not always due to bad faith, but often to inaccurate planning that neglects the inalienable rights of statutory heirs. Addressing these issues requires cross-disciplinary expertise combining corporate law with inheritance law. This is where the role of an experienced professional becomes crucial for analyzing financial statements, minutes of meetings, and transfer deeds, in order to reconstruct the real value of the transferred assets and ensure compliance with the legally mandated shares for spouses and children.
The Concept of Indirect Donation in Companies
An indirect donation is a legal transaction that, despite having a different cause than a typical donation (such as a sale or a capital increase), produces the same economic effect: the enrichment of the beneficiary and the simultaneous impoverishment of the donor, driven by a spirit of liberality (animus donandi). In the context of S.r.l.s, this phenomenon takes on particularly technical nuances that are often difficult for an untrained eye to identify. Italian legislation, supported by established case law from the Court of Cassation, stipulates that even corporate transactions can be subject to reduction actions if they infringe upon the rights of statutory heirs.
One of the most common scenarios involves the sale of company shares at a nominal price or significantly below the real market value. If a parent sells a share in an S.r.l. worth €100,000 to a favored child for a symbolic price of €10,000, the difference of €90,000 constitutes an indirect donation. This difference, upon the opening of the succession, must be considered as fictitiously returned to the deceased's estate to calculate the shares due to other heirs. Another frequent scenario is the waiver of pre-emption rights during a capital increase: if a parent shareholder waives their right to subscribe to new shares in favor of their child, allowing the latter to increase their stake without an outlay proportional to the company's real value, a transfer of wealth occurs that can be contested.
It is essential to emphasize that proving an indirect donation is not always easy. It requires demonstrating not only the economic disproportion between the performances (the value of the shares versus the price paid) but also the donor's intent to be liberal. In a business context, where valuations can fluctuate based on market trends or future company prospects, distinguishing between a bad deal and a disguised donation requires in-depth technical analysis. Case law in Milan is very attentive to evaluating the economic substance of transactions, going beyond the contractual form to protect the reserved share, which enjoys enhanced protection in our legal system.
Infringement of Reserved Share through Company Shares
Infringement of the reserved share occurs when the value of assets left in inheritance, added to the value of donations (direct and indirect) made by the deceased during their lifetime, is insufficient to cover the portion that the law reserves for the closest relatives (spouse, children, and, in the absence of children, ascendants). In the case of S.r.l. shares, the main problem lies in the correct valuation of the company at the time of the succession's opening. Company shares do not have a static value; their value depends on net assets, goodwill, real estate owned by the company, and its ability to generate profits. Often, to reduce the tax burden or facilitate generational transfer, there is a tendency to undervalue shares in notarial deeds, creating the conditions for future legal actions.
The action for reduction is the primary tool by which an infringed statutory heir can ask the judge to render ineffective testamentary provisions or donations that have encroached upon their share. However, when company shares subject to indirect donation are the object of dispute, the matter becomes complicated. If the shares have since been sold to third parties or if the company has undergone transformations (mergers, demergers), recovering the asset in kind may be impossible. In such cases, the statutory heir is entitled to monetary compensation for the value of the infringement suffered. This implies the need for extremely complex retrospective accounting expert reports, which must reconstruct the company's value at the time of the succession's opening, stripping away any accounting maneuvers aimed at concealing the true patrimonial substance.
A critical aspect also concerns contributions to companies. If a parent contributes a valuable property to an S.r.l. in which the child is the sole or majority shareholder, and does so at an undervalued appraisal, they are indirectly enriching the child through the corporate structure. In this case too, the law offers protection, but the timeframes and methods for action are tight. The action for reduction is subject to a ten-year statute of limitations from the opening of the succession, but it is crucial to act promptly to prevent the dissipation of company assets or extraordinary operations that make satisfaction of the claim more arduous.
The Approach of the Bianucci Law Firm
Avv. Marco Bianucci, as an expert lawyer in successions and corporate law in Milan, addresses issues related to indirect donations of S.r.l. shares with a rigorous and analytical method. The firm's philosophy is based on the awareness that each company and each family has a unique history, and that standardized solutions are rarely effective in such complex contexts. The first step is always a thorough documentary analysis: we do not limit ourselves to reading the will but reconstruct the company's history over recent years, examining transfer deeds, minutes of meetings, financial statements, and shareholders' agreements. This work of