Practical guide
How to file a petition for management irregularities under Art. 2409 c.c. with AI
4 min read · Updated May 2026 · Editorial oversight: Avv. Federico Papa
The petition under Art. 2409 of the Italian Civil Code (c.c.) is a judicial remedy designed to restore proper corporate management in the presence of serious irregularities. This action may be brought when there is a well-founded suspicion that directors have committed grave breaches of their duties, potentially harmful to the company or its subsidiaries. The proceedings take place before the Specialized Business Court (Tribunale delle Imprese) in chambers, following the special summary proceedings established by Art. 737 et seq. of the Italian Code of Civil Procedure (c.p.c.). The provision aims to safeguard the proper functioning of corporate management, enabling judicial intervention to ascertain the facts and, if necessary, take corrective measures or remove the responsible parties.
In brief
The petition under Art. 2409 c.c. is a judicial remedy against serious management irregularities harmful to the company. Standing is granted to shareholders representing one tenth of the capital, the board of statutory auditors, or the public prosecutor. The recourse is filed before the Specialized Business Court following the summary proceedings in chambers under Art. 737 c.p.c. via the Electronic Civil Trial system. The Court may order a judicial inspection, remove directors, and appoint a judicial administrator. This procedure applies to S.p.A. and S.r.l. companies according to Art. 2477 c.c.
The steps
- 1.
Verification of standing and share capital thresholds
The first step is to verify that the petitioners hold at least one-tenth of the share capital, or one-twentieth in companies listed on capital markets. Alternatively, in public companies, the petition may be filed by the board of statutory auditors (collegio sindacale) or the public prosecutor. It is essential to document ownership of the shareholding as of the filing date, as losing ownership during the proceedings could lead to the petition being declared inadmissible.
- 2.
Identification of jurisdiction and applicable procedure
The petition must be addressed to the Specialized Business Section of the Court in the jurisdiction where the company has its registered office. The proceedings follow the summary proceedings in chambers governed by Art. 737 c.p.c., designed to ensure the rapid restoration of legality. The petition must be drafted highlighting the urgent need for a decision in chambers.
- 3.
Presentation of serious irregularities and well-founded suspicion
The petition must detail analytically the directors' conduct constituting a breach of statutory or legal duties, establishing a concrete and well-founded suspicion of serious irregularities. Exploratory petitions are not admissible: the facts must be current, specific, and supported by serious, precise, and consistent evidence. It is also necessary to demonstrate the actual or potential harm caused to the assets of the company or its subsidiaries.
- 4.
Formulation of the relief requested from the Court
As a primary request, the petition must seek a judicial inspection of the company's management at the initial expense of the petitioning shareholders to verify the reported irregularities. If serious violations are confirmed and remain uncorrected, the petitioners may request the removal of the directors (and statutory auditors, if applicable) and the appointment of a judicial administrator. It is advisable to specify the powers and the duration of the mandate to be granted to the court-appointed administrator.
- 5.
Electronic filing and service of the petition and decree
The petition must be filed electronically through the Electronic Civil Trial (PCT) system, accompanied by the digitally signed power of attorney. Following the filing, the Court issues a decree setting the hearing date, which must be served promptly on the company and the respondent directors to ensure the right to a fair hearing and their participation in the investigation phase.
Legal basis: art. 2409 c.c.art. 2477 c.c.art. 737 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
Formal address to the territorial Specialized Business Section for proceedings in chambers.
Parties and legal representation
Identification of petitioning shareholders, the company, the respondent directors, and counsel with power of attorney.
Standing and shareholding threshold
Declaration of ownership of the minimum share capital required by law to file the petition.
Statement of facts and management irregularities
Detailed description of directors' conduct constituting severe breaches of fiduciary and management duties.
Legal grounds
Legal framing of the reported conduct under Art. 2409 c.c. and established case law.
Relief sought
Formal requests for judicial inspection, possible removal of corporate bodies, and appointment of a judicial administrator.
Evidentiary requests and document list
List of supporting documents produced to substantiate the well-founded suspicion of serious irregularities.
Date, signature, and power of attorney
Digital signature of counsel and details of the attached power of attorney.
Mistakes to avoid
- Failure to reach the minimum share capital threshold, resulting in the immediate inadmissibility of the petition.
- Erroneously assuming that Art. 2409 c.c. applies to S.r.l.s only if explicitly provided for in the bylaws, ignoring that Art. 2477 c.c. extends its applicability to all S.r.l.s.
- Pleadings based on purely formal irregularities or business judgment disagreements that fail to meet the threshold of serious management irregularities.
- Failure to serve the petition and the decree setting the hearing on all concerned directors and statutory auditors.
Frequently asked questions
What are the costs of filing a petition under Art. 2409 c.c.?
Filing the petition requires payment of the fixed court fee (contributo unificato) for chamber proceedings (currently 98 euros) and flat-rate court costs (27 euros), plus service fees and the costs of the judicial inspection, which are provisionally borne by the petitioning shareholders.
Can the company remedy the irregularities after the petition has been filed?
Yes, the general meeting may replace the directors and statutory auditors with qualified individuals who actively work to verify and eliminate the violations. In such cases, the Court may suspend the proceedings for a specified period to allow the irregularities to be rectified.
Can a petition under Art. 2409 c.c. be filed by shareholders of an S.r.l.?
Yes, following legislative reforms and the reference in Art. 2477 c.c., the procedure under Art. 2409 c.c. applies to all S.r.l. companies, regardless of whether they have a control body or specific bylaw provisions.
What edit.legal automates
- —Automated verification of standing requirements and capital thresholds under Art. 2409 c.c.
- —Assisted drafting of the statement of facts based on standard patterns of management irregularities.
- —Automated inclusion of procedural references for the Specialized Business Court and chamber proceedings under Art. 737 c.p.c.
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