Le s.r.l.-p.m.i.: disciplina legale e autonomia statutaria

The essay deals with the problem of how to remedy the inadequacy of the regulation provided by articles 2462-2483 of the italian civil code in the case of a "s.r.l.-p.m.i.", which derives from the fact that the latter corporate figure can be characterized by a deep typological diversity compared to an "ordinary" "s.r.l.". The essay, in particular, excludes the possibility to reconstruct, by way of interpretation, the legal regulation of the "s.r.l.-p.m.i.", on the one hand, by integrating it with the law regulating "s.p.a." and, on the other hand, derogating one or more parts of the law of the "s.r.l.". Too much uncertain, in fact, would be such discipline, which, instead, in light of its nature of default regulation, cannot tolerate uncertainties. More convincing, therefore, is the idea that in a "s.r.l.-p.m.i." it is possible to expand the spaces of private autonomy, which, even making use of statutory clauses that would not be admissible in other contexts, is able to create a set of rules compatible with the needs of the interests potentially involved (especially, in case of opening to the capital market).