News · Civil law · – 9 November 2026
A party that sues to obtain quotas in a company cannot have its claim entered in the Business Register and gains, by that route, no priority-reserving effect (effetto prenotativo) against a person who in the meantime acquires from the defendant. The Register accepts only the entries provided for by law, and no provision covers a court claim relating to the transfer of holdings. This was held by the Joint Civil Divisions (Sezioni Unite) of the Corte di cassazione (Italian Court of Cassation) in judgment no. 28669, filed on 9 November 2026, on a referral of a point of law (rinvio pregiudiziale) by the Court of Venice under Article 363-bis of the Code of Civil Procedure. The case arose from an inheritance dispute: a son had sought rescission for lesion and the reduction of his father’s testamentary dispositions (azione di riduzione), the estate including holdings in an s.r.l. (limited liability company) and in an s.a.s. (limited partnership), and had asked the registrar of the Business Register to enter those claims in order to prevent any further transfer of the quotas. The refusal was followed by the application to the judge supervising the Register, as provided for in Article 2189, paragraph 3, of the Civil Code. The Court starts from Articles 2188, paragraph 1, and 2193 of the Civil Code: access to the Register is limited to a closed list of cases selected by the legislature, and a court claim, a unilateral act on whose merits a court has yet to rule, is not a transfer instrument within the meaning of Article 2470 of the Civil Code, nor can it benefit by analogy from the rules on the registration in the land registers (trascrizione).
The question had never reached the Court of Cassation and had divided the lower courts since 2000: one line of decisions refused entry on the ground that entries are a closed list, another allowed it by relying on the completeness of the Register and, in some decisions, gave it a priority-reserving effect where combined with good faith in the acquisition. The Joint Divisions adopt the first reading and specify that completeness is a legal concept, whose extent is for the legislature alone to determine. The limits of the ruling should be read with care. The entry of the judgment that upholds the claim lies outside the question referred and is not called into doubt; it remains possible to enter the attachment of the quota (pignoramento), as Article 2471, paragraph 1, of the Civil Code expressly provides, and, according to the reasoning, the acts that the Court classifies as preparatory in the strict sense, such as pledge and seizure (sequestro), for which the possibility of entry is derived from Article 2471-bis of the Civil Code. The judgment adds that an entry made outside the cases provided for by law does not produce the effects against third parties laid down in Article 2193 of the Civil Code, so that entries obtained in the past from offices that allowed them do not, in our view, offer protection that can be relied on. The principle is formally binding only in the Venice proceedings, under Article 363-bis, paragraph 6, of the Code of Civil Procedure, but the authority of the bench makes it foreseeable that registrars and the judges supervising the Register will align with it. The claimant’s protection thus shifts to interim relief.
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.