Limits of the management powers of non-administrator shareholders in srl (Article 2475, paragraph 1, of the civil code)

THEart. 2475, paragraph 1, of the Italian Civil Code, where it provides that the "management of the company [...] is the sole responsibility of the directors, who carry out the operations necessary for the implementation of the corporate purpose", does not allow the bylaws to attribute the power to directly execute decisions relating to the management of the company.
Consequently, while the statutory clauses that attribute to non-administrator shareholders, as a collective right pursuant toArticle 2479 cc or as a particular right pursuant toArticle 2468, paragraph 3, of the Italian Civil Code, decision-making powers inherent in the management of the company, the statutory clauses that attribute to non-administrator shareholders the right or the power to directly execute the management decisions taken by the entitled parties must be considered incompatible with the law.