According to the decision of the Court of Catanzaro of 24 May 2023, Article 2385(1) of the Italian Civil Code provided for joint-stock companies must be applied by analogy to limited liability companies. This Article states that a sole director who ceases to hold office due to voluntary resignation or expiry of the term remains in office until he/she is replaced by a new director who accepts the office (so-called "prorogatio imperii"); this is to permit the normal operation of the company even during the phase of the transition from one director to another.
riginally published July 2023
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