Inheriting shares in a limited liability company (llc): what to do

Social participations, and specifically the shares in a limited liability company (LLC), are generally transferable by the shareholder through various legal actions such as donations, sales, or inheritance. The principle of free transferability of shares to parties not included in the company’s membership applies.

However, this general principle can be overridden by specific clauses in the articles of incorporation that prevent third parties—such as the heirs of a deceased shareholder—from acquiring shareholder status.
Such restrictions may be introduced through clauses that impose absolute non-transferability of shares or through approval clauses, meaning that the transfer of shares is subject to the consent of the other shareholders.

When it comes to the mortis causa transferability of shares, it is important to check whether the articles of incorporation of the company impose limits on the transferability of shares.
In cases of absolute non-transferability of the share or failure to obtain the consent of the remaining shareholders for the heirs to take over, the heirs, unable to succeed to the deceased shareholder’s position, will have a credit claim against the company for the liquidation of the share.

In all other cases, the general principle of the free transferability of shares applies, with the significant consequence that the heir or heirs can take over the same legal position as the deceased shareholder.
At this point, however, it is important to distinguish between cases where there is one heir or multiple heirs. In the latter case, a community of heirs is formed, and a common representative must be appointed to jointly exercise the shareholders' rights held by the heirs.

In any case, each heir retains the right to request the division of the community of heirs, which leads to the partitioning of the inherited shares.

There are numerous cases to consider, and often it is necessary to consult with specialized professionals or companies that focus specifically on these issues, such as Agenzia delle Successioni. This agency employs a variety of professionals, including accountants, business consultants, CEOs, and managers. They can certainly guide the heirs in making the correct decision regarding the transfer of company shares. The first consultation is free and can be easily obtained by simply filling out the form.