The court may appoint a temporary administration upon application by anyone with a legal interest, only 1) if the persons required for administration are absent or 2) if their interests conflict with those of the legal entity. This provision seeks to protect the interests of the legal entity and third parties (partners, creditors) related to it, as well as the wider community, in view of the importance of legal entities and especially limited liability companies as a means of conducting economic activity.
The reasons that usually create a lack of management persons are: 1) the death of a member, if there is no substitute member to fill the position or the statute does not provide for the election of substitute members 2) the long illness or absence of a member that prevents the normal assembly and operation of the administration 3) the termination of the term of office, if the outgoing administration had not convened before the end of its term of office a general meeting to elect a new administration 4) the disqualification of the administration or some of its members, which occurs automatically in the cases provided for by the articles of association or following a certain procedure 5) the resignation of the management or some of its members, if there is not a sufficient number of substitute members to fill the vacant positions 6) the annulment of the election by a final court decision 7) the suspension of the execution of the decision of the general meeting , in which the management was elected 8) the refusal or indifference of a member of the management.
Consequently, non-existence of management means any case of lack of active management. The persons of the administration who refuse to act or collude in the administration of the legal entity are also considered absent members, with the result that a lack of administration also exists in case of inactivity or disagreement of the appointees, during joint management.