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Italy: the digitalisation of Italian Corporate Law has begun

The Italian Government has enacted Legislative Decree no. 183 of 2021 – applying the European Union Directive (UE) 2019/1151 and introducing actions aimed, inter alia, at acquiring electronic processes in Italian business regulation (the “Decree”).

The Decree will allow the incorporation of a minimal legal responsibility company and the establishment of Italian branches by EU firms entirely as a result of distant implies – full movie/audio convention methods. On the other hand, for the time being, this kind of ‘digital incorporation process’ does not implement to joint-inventory businesses.

Establishment of branches and incorporation of confined liability corporations by way of complete audio/movie conference

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

  • In addition, an Italian restricted legal responsibility business can also be incorporated in just a full online video/audio meeting in which all or some of the foreseeable future shareholders of these kinds of company participate. This treatment will be available supplied:

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

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

    • the contributions are paid by bank transfer to the Notary’s committed account.

  • In each conditions earlier mentioned, no actual physical existence of the events will be required – which represents a revolution of past follow.

The Decree came into impact on December 14, 2021.

Complete audio/movie conferences for Shareholders’ meetings

In maintaining with the concept of the digitalisation of Italian corporation regulation, the Notarial Council of Milan also recently accredited a new recommendation (no. 200/2021) which enables Italian corporations to hold shareholders’ basic meetings completely by way of a full audio/video clip convention, with no the assembly even having been convened to be held in a physical site.

This suggestion, decoding provisions concerning shareholders’ conferences, envisages the risk of holding shareholders’ conferences (and Board of Directors’ meetings) via whole video clip/audio convention only (i.e. without the need of indicating a physical place for the conference in the recognize of contact). This interpretation is pretty modern: the previous routine – adopted also in the context of COVID 19 unexpected emergency – needed that at minimum the secretary of the conference be in attendance in the bodily site indicated in the observe of phone, which was thought of as the area where by the meeting was held.

Underneath this new interpretation, the observe of connect with should include the credentials for the obtain to the digital platform where the assembly will be held. Even so, to get edge of this risk a company’s by-rules should enable shareholders’ meetings to be held through entire video clip/audio convention.

Upcoming techniques

The phenomenon of the digitalisation of providers and, a lot more frequently, the digitalisation of Italian firm legislation, has taken a considerable step ahead with this Decree. Nonetheless, in purchase to advantage from the new procedures contained in the Decree, the issuance of even further specialized restrictions by the Italian Authorities is essential, that must be adopted by 13 December 2022. In addition, despite the point that the impression of the Notarial Board of Milan is especially influential, the sector expects even further views by students and the Italian Notarial Council to be forthcoming as confirmation of the new tactic, as portion of the modernisation of the Italian legal framework.