Both Portuguese Commercial Companies Code and the Italian Civil Code provide default rules for the transfer of shares in the Portuguese sociedade por quotas and the Italian società a responsabilità limitata, respectively. The Portuguese rule Article 228(2) establishes as a restriction on transfers the requirement of consent of the company to those transfers, whilst the Italian rule Article 2469 makes shares freely transferable. An analysis of articles of association of both Italian and Portuguese companies suggests that shareholders often introduce restrictions on transfers of shares. However, a sample of disputes over un-consented transfers in Portuguese and Italian courts shows that shareholders frequently do not abide by these rules they themselves have created and that they frequently ignore the default rules they have not opted out from.
European Company Law