With regard to the dissolution of the social relationship limited to a single partner in partnerships and the consequent liability of the partner towards third parties, regulated by art. 2290 of the Civil Code, the author highlights the pact of limitation of liability for social obligations, which non-managing partners of simple partnerships can avail themselves of, pursuant to art. 2267, paragraph 1, of the Civil Code, and underlines how for that category of partners the judicial liquidation of the company cannot be extended, in the event of their withdrawal, and therefore the rule under art. 2290 of the Civil Code is not valid towards them. He concludes with a reflection on the nature of the partners “who have acted in the name and on behalf” of the company, meaning those partners who have used the name of the company externally, and not also any partners whose managerial role has not been expressed towards third parties.
Barilla', G.B. (2025). Alcune riflessioni in tema di recesso del socio di società semplice e responsabilità per le obbligazioni sociali. IL NUOVO DIRITTO DELLE SOCIETÀ, 3(3), 468-489.
Alcune riflessioni in tema di recesso del socio di società semplice e responsabilità per le obbligazioni sociali.
GIOVANNI BATTISTA BARILLA'Primo
2025
Abstract
With regard to the dissolution of the social relationship limited to a single partner in partnerships and the consequent liability of the partner towards third parties, regulated by art. 2290 of the Civil Code, the author highlights the pact of limitation of liability for social obligations, which non-managing partners of simple partnerships can avail themselves of, pursuant to art. 2267, paragraph 1, of the Civil Code, and underlines how for that category of partners the judicial liquidation of the company cannot be extended, in the event of their withdrawal, and therefore the rule under art. 2290 of the Civil Code is not valid towards them. He concludes with a reflection on the nature of the partners “who have acted in the name and on behalf” of the company, meaning those partners who have used the name of the company externally, and not also any partners whose managerial role has not been expressed towards third parties.I documenti in IRIS sono protetti da copyright e tutti i diritti sono riservati, salvo diversa indicazione.


