Rivista del Diritto Commerciale e del diritto generale delle Obbligazioni

Abstract: Observations on Aldo Dolmetta’s essay on the S.R.L. type – This article, dedicated to Aldo Dolmetta, moves from the commentary of an essay on the s.r.l. that he published in 2011 and aims to examine whether and how legislative changes after 2011 impact Dolmetta’s findings. The substantive thesis put forward by this author is endorsed, namely that the regulation of the s.r.l. introduced in 2003 as part of the more general reform of limited liability companies should be evaluated negatively, as, by leaving a vast space for statutory autonomy, it deprived the s.r.l. of its identity. This has created extreme applicative uncertainty, since the codified regulation of the s.r.l. should be applied to companies that, although they all bear the nomen “s.r.l.”, are very different from each other, some having personalistic traits, others having capitalistic traits, and others having a heterogeneous character as a result of a mixture of the former and the latter. This has resulted in a cost in terms of uncertainty about interpretative solutions, which is especially serious for economic operators, who need corporate instruments with a high degree of reliability. Legislative innovations since Dolmetta’s essay, particularly those that have allowed s.r.l. SMEs access to crowdfunding and the issuance of categories of shares, have increased the above effect, as the doctrinal attempt to rationalize the new regulations, while noteworthy, cannot be considered successful. Therefore, the criticisms made to the s.r.l. regulation by Dolmetta in 2011 remain relevant.  

Sommario: 1. Le critiche di Dolmetta all’impostazione della disciplina della s.r.l. nella riforma delle società di capitali del 2003. – 2. Le modifiche legislative successive al saggio di Dolmetta del 2011. – 3. In particolare, la s.r.l. PMI. – 4. L’attualità del saggio di Dolmetta.  

Keywords: s.r.l — – statutory autonomy in the s.r.l — – s.r.l — SME — crowdfunding — categories of shares.