Limited liability company: may the shareholders directly call a shareholders’ meeting independently of the director’s behavior?
The issue arises from the text of article 2479, paragraphs 1 and 4, of the Italian Civil Code (“c.c.”) which, alternatively, attributes the power to call a shareholders’ meeting to both directors and to the shareholders which represent a particular percentage of the share capital. The text of the above-mentioned rule could give rise to […]
Read More »Stop internal EU rules limiting VAT corrections
The European Court of Justice, in Case C-835/18, held that national VAT rules which prevent, or make it excessively difficult for a taxpayer, to correct and claim a refund of the tax incorrectly charged on the invoice are unlawful because they are contrary to European rules and the principles of fiscal neutrality, effectiveness and proportionality […]
Read More »The heir can access the data of the insurance policies stipulated by the deceased
That is what has been established by the Tribunal of Treviso with a ruling of February 27th, 2020, in a case pertaining a heir to whom the insurance company had opposed the impossibility of communicating the names of the beneficiaries of the policies stipulated, while alive, by the deceased person. In fact, it has to […]
Read More »The healthcare company is directly responsible for the culpable conduct of the personnel working at its facility
The Court of Cassation, with ruling no. 13869/2020, returned on the discussed issue of the responsibility of the healthcare company for the damages suffered by patients as a result of the negligent conduct of doctors and professionals employed at the healthcare facility. The case dates back to 2002, and sees as opposing parties the parents […]
Read More »Considerations and news on the business judgment rule
The business judgment rule is a rule, of Anglo-Saxon derivation, created by jurisprudence, constantly applied in judgments concerning the liability of directors in corporations (Articles 2392 and 2476 of the Italian Civil Code). The liability of directors is a culpable liability, so that the director can prove that he is not liable by providing positive […]
Read More »Non-performing VAT receivables and credit notes: terms of issue defined by “August” Decree
Faster recovery times for non-performing VAT credits. This is what was provided by Article no. 90 of “August” Decree, approved by Council of Ministers, which will rewrite the wording of Article no. 26 of Presidential Decree no. 633/72, regarding terms for issuing VAT credit notes. With regard to bankruptcy proceedings, VAT credit notes will be […]
Read More »No contractual value for the written details of the essential points on which a contract is based in the course of pre-contractual negotiations
The Court of Cassation, called to rule on the claim for compensation for damages suffered as a result of the failure to stipulate a preliminary sale of a property, returns to clarify certain issues regarding the conduct that the parties must maintain during dealings prior to the conclusion of the contract. In particular, the Supreme […]
Read More »The judge’s non-discretionary nature for the order to produce the accounting records in the sale of the business
In the context of company transfers, pursuant to Article 2560 of the Italian Civil Code, the transferee is jointly and severally liable with the transferor for the company’s past debts resulting from the compulsory accounting records. On this subject, with order no. 13903/2020 the Supreme Court ruled that the judge is deprived of the discretion […]
Read More »Internal auditing for limited company and cooperative company: obligation postponed until 2022
In order to contain the negative effects of epidemiological emergency of COVID-19 on business activities, the Decree no. 34/2020, so-called “Decreto Rilancio”, signed into law, postponed until 2022 the duty to adopte internal control or auditors for limited company and cooperative company. This is what was provided by Budget Committee in article no. 51 bis […]
Read More »Tax credit on lease rental payments: tax codes for offsetting now available
With resolution no. 39/E of 13 July 2020 the Italian Revenue Agency defined the tax codes to be used for the offsetting of the tax credits from the lease rental payments of shops, real estate for non-residential use and business lease. Such tax credits – established to counter the negative effects from the Covid-19 – […]
Read More »The monitoring of profits distributed to shareholders through the capital and reserves statement
The statement of capital and reserves, contained in the RS section of the tax return model, is not merely a summary of the items reported in equity’s balance sheet. In fact, in order to compile the statement, a reclassification for tax purposes of the various items of shareholders’ equity is required. This is confirmed both […]
Read More »PIF Directive: increased the number of relevant offenses pursuant to Legislative Decree no. 231/2001
On July 15th, 2020, Legislative Decree no. 75/2020 was published in the Italian Official Gazette, aimed at adapting the Italian criminal law in implementing the EU Directive 2017/1371, the so-called PIF directive – protection of financial interests, on the fight against fraud affecting the Union’s financial interests by means of criminal law. The directive of […]
Read More »Onus probandi: difference between Civil Code and Code of Consumer
The Court of Cassation, in its judgment no. 13148/2020, published on 30 June, expressed the following principles: – the application of the rules of the Civil Code is subsidiary to the application of the rules of the Consumer Code; – the burden of proof of the consumer, according to the provisions of Article 132 of […]
Read More »Assets of a trust attacked by the Tax Authority
The Court of Cassation, with Ordinance no. 14201/20, has once again ruled on the claims made by the Italian Tax Authority against professional’s assets included in a trust. In the present case, the taxpayer had challenged the notice of mortgage registration issued by Equitalia, claiming that a trust had been set up on the assets […]
Read More »Operating instructions of the Tax Authority on Tax credit for sanitation and adaptation of working environments
The Italian Tax Authority with Circular of July 10, 2020, no. 20/E provided the first indications on the procedures and criteria for the use of the tax credit for the adjustment of the working space and the tax credit for the sanitization and purchase of protective devices according to articles 120 and 125 of Law […]
Read More »Duty to provide information about the user who uploaded files infringing an intellectual property right
With the recent judgment of 9 July 2020, the Court of Justice of the European Union has had the opportunity to interpret some provisions of the Directive on the respect of intellectual property rights of the European Parliament and the European Council. In particular, the Court ruled that when a film is illegally uploaded on […]
Read More »Taxes: extension to 20 July without interest
With the release of the Italian Dpcm in the “Gazzetta Ufficiale” on 29 June 2020, was made official the extension to 20 July of the payments due on 30 June, previously announced in a statement by the Italian Ministry of Finance (MEF). The extension is aimed at all taxpayers, to give them the opportunity to […]
Read More »The Right to be forgotten and the de-indexing
The Court of Cassation with the ordinance n. 9147 of last 19 May dealt again with the controversial relationship between the right to be forgotten and the right of information. Here, following its precedent, the Court reiterated that the de-indexing by the search engines, and not the cancellation from any online archive, is the appropriate […]
Read More »Deduction of VAT credit in case of omitted annual VAT return
By the decision no. 14055, filed on July 7th 2020, the Supreme Court ruled that the VAT credit accrued in the year in which the VAT return is omitted can be used in deduction, provided that: the taxpayer demonstrates the existence of his right to deduct; this credit is included, at the latest, in the […]
Read More »Extension of the split payment to June 30th 2023: the MEF press release has been published
With press release n. 158 of July 3rd 2020, the Ministry of Economy and Finance (MEF) has officialised the extension of the split payment mechanism until June 30th 2023, and the decision will be formally adopted and published in the Official Journal of the European Union once translated in every official languages of the European Union. The […]
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