The relationship between a share capital company and its director is not comparable to a subordinate employment relationship or contract work

The Plenary Sitting of the Court of Cassation, with judgement no. 1545 dated 20 January 2017, replied to the question concerning the nature of the relationship between a company limited by shares and its director, alias if it can be classified as a contract work or as self-employment work (that is extraneous to such scenario). Specifically, the Plenary Sitting stated that the sole director or the chairman of the board of directors of a company limited by shares is tied to the company by a corporate-type relationship that, even in consideration of the organic identification (i) that takes place between the natural person and the entity and (ii) the absence of the requirement of coordination, is not included among those established in point no. 3 of article 409 of the Italian Code of Civil Procedure. In other words, the relationship in question cannot be compared either to a work contract or to a subordinate employment contract. The Plenary Sitting thus implemented a change of trend with respect to the judgement it adopted in 1994 (judgement no. 10680) when it stated that within the corporate organization, the director’s activity had to be deemed a permanent and coordinated one, in addition to a mainly personal activity and therefore it met the requirements referred to in point no. 3 of article 409 of the Italian Code of Civil Procedure, without considering the partially entrepreneurial nature of the managerial role.