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Italy: the digitalisation of Italian Corporate Law has begun | Hogan Lovells

[co-author: Niccolò Lavorano, and Valerio Navarra]

The Italian Federal government has enacted Legislative Decree no. 183 of 2021 – employing the European Union Directive (UE) 2019/1151 and introducing steps aimed, inter alia, at developing electronic processes in Italian firm regulation (the “Decree”).

The Decree allows the incorporation of a restricted legal responsibility corporation and the establishment of Italian branches by EU businesses completely by way of remote suggests – complete video clip/audio meeting devices. Even so, for the time getting, this kind of ‘digital incorporation process’ does not apply to joint-stock corporations.

Establishment of branches and incorporation of constrained liability businesses via comprehensive audio/movie conference

  • The Decree allows an Italian Notary Public to file the corporate paperwork required for the institution of an Italian branch of an EU company and for the appointment of branch administrators by way of a “digital notarial deed” (i.e. subscribed digitally) in comprehensive video/audio meeting, in compliance with the EU Directive 2019/1151.

  • Additionally, an Italian minimal legal responsibility enterprise can also be included within just a entire video clip/audio conference in which all or some of the future shareholders of such company take part. This process will be accessible delivered:

    • the company’s registered office is to be recognized in Italy

    • the contributions are built in cash only (i.e. not by way of contribution in sort), and

    • the contributions are paid by financial institution transfer to the Notary’s dedicated account.

  • In both equally cases over, no actual physical presence of the get-togethers will be demanded – which represents a revolution of preceding apply.

The Decree arrived into outcome on December 14, 2021.

Entire audio/online video conferences for Shareholders’ conferences

In retaining with the topic of the digitalisation of Italian corporation legislation, the Notarial Council of Milan also just lately authorized a new recommendation (no. 200/2021) which allows Italian companies to hold shareholders’ normal conferences completely by a total audio/video clip meeting, devoid of the conference even obtaining been convened to be held in a actual physical place.

This advice, decoding provisions concerning shareholders’ conferences, envisages the risk of holding shareholders’ meetings (and Board of Directors’ conferences) by way of comprehensive movie/audio conference only (i.e. devoid of indicating a physical area for the meeting in the discover of connect with). This interpretation is very revolutionary: the former routine – adopted also in the context of COVID 19 crisis – needed that at minimum the secretary of the conference be in attendance in the bodily location indicated in the recognize of call, which was regarded as as the spot the place the assembly was held.

Less than this new interpretation, the discover of call ought to comprise the credentials for the access to the virtual platform in which the meeting will be held. Nonetheless, to consider advantage of this possibility a company’s by-rules have to make it possible for shareholders’ conferences to be held via comprehensive movie/audio conference.

Following steps

The phenomenon of the digitalisation of providers and, more typically, the digitalisation of Italian corporation law, has taken a appreciable step ahead with this Decree. Nevertheless, in purchase to reward from the new techniques contained in the Decree, the issuance of further technical laws by the Italian Governing administration is necessary, that need to be adopted by 13 December 2022. In addition, inspite of the reality that the belief of the Notarial Board of Milan is specifically influential, the market expects further thoughts by students and the Italian Notarial Council to be forthcoming as confirmation of the new method, as aspect of the modernisation of the Italian lawful framework.

We continue being accessible for any clarifications you might want on the earlier mentioned.

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