Practical guide
How to draft the corporate liability action against directors with AI
4 min read · Updated May 2026 · Editorial oversight: Avv. Federico Papa
The corporate liability action, governed by Art. 2393 c.c., is the primary legal mechanism for restoring corporate assets damaged by the unlawful conduct of management bodies. This action aims to remedy the breach of duties of diligence and loyalty imposed by law or the articles of association, requiring proof of a breach of duty and direct damage to corporate assets. Standing is ordinarily held by the company following a shareholders' resolution; however, specific standing is also granted to minorities and individual S.r.l. shareholders under Articles 2393-bis and 2476 c.c. The contractual nature of this liability shapes the burden of proof for the plaintiff, making the initiating pleading a cornerstone of corporate litigation.
In brief
The corporate liability action under Art. 2393 c.c. addresses breaches of diligence and loyalty duties by directors. Standing belongs to the company via shareholders' resolution or, in S.r.l. companies, to shareholders under Art. 2476 c.c. The writ of summons must comply with Art. 163 c.p.c., specifying unlawful conduct and the causal link to financial damage. Jurisdiction lies with the Specialized Business Court. The five-year statute of limitations runs from the cessation of office. AI tools assist in drafting legal grounds and quantifying actual losses and lost profits.
The steps
- 1.
Verification of standing and shareholders' resolution
Before proceeding, it is essential to verify the existence of a valid shareholders' resolution authorizing the action, except in cases of minority or individual standing. In S.p.A. companies, the resolution may be passed during the approval of the financial statements even if not explicitly listed on the agenda, provided it relates to facts of the relevant financial year. For S.r.l. companies, Art. 2476 c.c. grants the standing to act to each individual shareholder, simplifying access to compensatory remedies.
- 2.
Identification of unlawful conduct under Art. 2392 c.c.
The deed must precisely articulate the breaches of managerial duties, distinguishing between specific statutory obligations and the general duty of diligence. It is necessary to detail detrimental intra-group transactions, misappropriation of corporate assets, or omissions that compromised asset integrity. Counsel must demonstrate how the director failed to exercise the degree of diligence required by the nature of the office and their specific professional competence.
- 3.
Determination of causation and damage
The burden of proof rests on the plaintiff, who must demonstrate the causal link between the director's breach and the financial loss suffered by the company. It is insufficient to challenge unsuccessful business outcomes, as management decisions on merits (business judgment rule) are immune from judicial review if taken rationally and with due care. The loss must be quantified by distinguishing actual damages (danno emergente), such as loss of assets, from lost profits (lucro cessante), represented by missed financial opportunities.
- 4.
Drafting of the writ of summons under Art. 163 c.p.c.
The writ of summons (atto di citazione) must comply with the formal requirements of Art. 163 c.p.c., clearly specifying the petitum and the causa petendi pursuant to Art. 2393 c.c. Particular care must be taken in stating the facts, as vague allegations may result in the nullity of the summons. It is advisable to produce promptly the board minutes, financial statements, and statutory auditors' reports documenting the contested irregularities.
- 5.
Service and filing in corporate litigation
The liability action must be instituted before the Specialized Business Court (Sezione Specializzata in Materia di Impresa) competent for the company's registered office. Following service upon the defendant directors, the writ must be filed electronically to enter an appearance. Notably, in S.p.A. companies, the resolution to initiate the action entails the automatic removal of the director if approved by shareholders representing at least one-fifth of the share capital, whereas in S.r.l. companies, removal for serious irregularities requires a specific interim application to the court (Art. 2476, paragraph 3, c.c.).
Legal basis: art. 2393 c.c.art. 2392 c.c.art. 2476 c.c.art. 2393-bis c.c.art. 163 c.p.c.
The template structure
The standard sections that make up the document. The full template can be opened and completed directly on edit.legal.
Specialized Business Court
Indication of the competent court and the specialized section for corporate matters.
Parties
Detailed identification of the parties (plaintiff company or authorized shareholder, defendant directors) and legal counsel.
Statement of Facts
Detailed chronological account of the alleged management conduct and references to the authorizing resolution.
Legal Grounds
Legal analysis of the breach of professional diligence and loyalty duties under Art. 2392 c.c.
Damage and Quantification
Detailed analysis of the financial losses incurred and specification of quantification and equitable assessment criteria.
Conclusions
Formal conclusions requesting the joint and several condemnation of the directors to pay damages, plus indexation and interest.
Evidentiary Requests
List of produced documentary evidence and evidentiary requests, including a motion for an accounting CTU (court-appointed expert).
Place, Date, Signature and Power of Attorney
Formal closing of the deed with digital signature of legal counsel and attachment of the power of attorney.
Mistakes to avoid
- Failure to file or validity defects regarding the preliminary shareholders' authorizing resolution required under Art. 2393 c.c.
- Vague or insufficient specification of the individual management acts alleged to have caused the financial damage.
- Incorrect determination of territorial venue due to failure to identify the appropriate Specialized Business Court section.
- Insufficient evidentiary proof establishing the causal link between the breach of duty and the alleged damage.
Frequently asked questions
What is the statute of limitations for the corporate liability action?
The action is subject to a five-year statute of limitations. Pursuant to Art. 2393, paragraph 4, c.c., the limitation period runs from the director's cessation from office, as prescription is suspended for as long as the director remains in office pursuant to Art. 2941, n. 8, c.c. If the conduct constitutes a criminal offense, the longer statutory limitation period provided for criminal offences applies pursuant to Art. 2947, paragraph 3, c.c.
Is the removal of directors automatic upon bringing the action?
In S.p.A. companies, the approval of the resolution to initiate the action results in automatic removal from office (ipso iure), provided it is passed by a favorable vote representing at least one-fifth of the share capital. In S.r.l. companies, removal for serious managerial irregularities is not automatic and must be explicitly requested from the court through an interim application under Art. 2476, paragraph 3, c.c.
Who bears the legal costs if the action is brought by an S.r.l. shareholder?
In the event the claim is upheld, the company must reimburse the shareholder for litigation costs and expenses incurred to ascertain the facts pursuant to Art. 2476, paragraph 5, c.c. If the claim is dismissed, legal costs are generally borne by the plaintiff shareholder pursuant to the loser-pays principle under Art. 91 c.p.c.
What edit.legal automates
- —Automated insertion of legal references to Articles 2392, 2393, and 2476 c.c. to ensure precise statutory formatting.
- —Dynamic editor with guided fields for accurate insertion of terms of office and specific contested management conducts.
- —Integrated research tools for damage calculation in compliance with equitable assessment principles and specialized business court precedents.
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