Withdrawal of a cooperative member: after sixty days of board silence it takes effect

By order no. 25137 filed on 8 September 2026, the First Civil Division of the Corte di cassazione (Italian Supreme Court) dismissed the appeal brought by a road haulage cooperative consortium and some of its members. The appellants sought damages for unfair competition from former members, arguing that their withdrawal was ineffective because the board of directors had refused it, by a resolution which was in fact adopted long after the sixty days following receipt of the registered letters. Art. 2532, paragraph 2, c.c. requires the directors to examine the declaration of withdrawal within sixty days and, if the requirements are not met, to notify the member forthwith; the member may challenge the decision before the court within the following sixty days. Under paragraph 3, the withdrawal takes effect on the membership relationship from the date on which the decision accepting it is communicated to the member. The Court characterises withdrawal as a unilateral declaration exercising a diritto potestativo (a right exercisable by the holder’s act alone), and vests the board with a non-discretionary power to verify the statutory and by-law requirements, to be exercised and notified in every case, including where the outcome is positive. It derives from this the principle that, if the board does not act within the time limit, the effects of the withdrawal become final on its expiry; that time limit must therefore be treated as a time bar.

The point of greatest systematic weight concerns the reading which, followed by Cass. no. 10135/2006 and no. 2979/2016 and later by Cass. no. 17667/2022, treated the board resolution as a condition of effectiveness and dealt with inaction through the deemed fulfilment of the condition under art. 1359 c.c. The Court presents its ruling as a clarification of that line of authority, without declaring a departure from it, but considers that reference unnecessary, since the company has no interest opposed to the member’s exit unless the requirements are lacking. The Court also rejects the view that the member must bring declaratory proceedings, a burden contrary to the principle in art. 2437, last paragraph, c.c. It then addresses a declaration stating no ground: indicating the ground is an essential element of the declaration, but it is for the directors to object to its absence within the time limit, so that a withdrawal stating no ground, like one based on a mistaken ground, becomes final if the board remains inactive. Two issues remain open: the by-law clause requiring board review in every case was not examined because it was raised for the first time before the Supreme Court, and the ground of appeal concerning the duration of the obligations arising from the rapporto mutualistico (the member’s mutual-exchange relationship with the cooperative) was declared inadmissible.

Summary note by the CommercialistiAvvocati network, based on specialised legal and practice sources. The text does not reproduce original contributions and does not constitute professional advice.