Il procedimento di formazione del bilancio d’esercizio e l’invalidità della delibera di approvazione

Italian company law establishes a specific regulation about the preparation and approbation of annual financial statements of corporations and LLCs, as well as their required contents and the consequences of infringements of these rules. The chapter deals with the main issues arising from such rules. It aims to clarify the exact scope of application of some specific obligations regarding the preparation of annual financial statements and the consequences arising from their violation, underscoring that, in this case, the general meeting resolution approving the financial statements will be null and void only under limited circumstances. The chapter also analyzes some important issues connected to the contents of the financial statements and the annual report, particularly the materiality of the violation which is required to consider the general meeting resolution null and void. Specific rules enacted by the lawmaker and principles held by case law look for a crucial counterbalance between the different interests connected to the topic. On the one hand, there is a need for financial statements to give a true and fair view of the company's assets and financial situation in order to inform shareholders and any potentially interested third party. On the other hand, legal certainty requires to declare the general meeting resolution null and void only in case of relevant violations. In light of these interests, the chapter describes the impact of specific rules established in the Italian Civil Code and the consequences arising from the application of some relevant general rules to the matter in question.