Prepared by Andrea Lensi Orlandi and Flavia Caltagirone
The digitisation of Italian corporate law is increasingly taking shape.
The starting point for this still-long-journey was definitively Section 106 of Law Decree dated March 17, 2020 (so-called Cura Italia Decree), adopted with the aim of responding to the impasse created by the pandemic, which allowed – and still allows – the holding of corporate meetings with simplified procedures.
In this line, recommendation no. 187 of the Notary Council of Milan was issued, clarifying that the attendance to meetings by means of telecommunications may concern all the participants, including the Chairman, provided that the Secretary taking the minutes, or the Notary Public, would be in the (physical) place indicated in the notice of call.
We talked about it for the first time here link
Then, Legislative Decree no. 183 dated November 8, 2021, implementing EU Directive 2019/1151, which amended EU Directive 2017/1132, was issued, by means of which the Italian Civil Code rules on limited liability companies (“S.r.l.”) and simplified limited liability companies (“S.r.l.s.”) were innovated. Indeed, it is now possible to incorporate them online through the signing of the public notarial deed on a technological platform that allows the participation of the applicants in full audio/videoconference and the digital signing of the deed; it is news of these days that in Milan already occurred the establishment of the first S.r.l. online with foreign shareholders.
The software used by Notaries is the “PNI – Piattaforma Notariato Italiano” which, being equipped with a videoconference system that ensures high levels of digital security, allows to proceed with the draw up of the notarial deed without having to grant PoAs.
For further innovations introduced by the Directive, you can read us again at the link
On this basis, on November 23, 2021, the Notary Council of Milan – with recommendation no. 200 – deemed it possible to confirm and extend the first interpretative opinion (at recommendation no. 187) in favour of an increasingly efficient digitisation of corporate meetings.
Specifically, the recommendation confirmed the legitimacy, also in a post-emergency context, of By-Laws’ provisions governing the entire holding of the corporate meeting by means of telecommunications, without the necessity for the “physical” location of the meeting to be indicated in the notice of call.
Looking at all these recent regulatory and interpretative measures, it seems almost natural to make a “call to action”: indeed, the instruments implementing the digitisation of corporate affairs on the market are now numerous.
As Lawyers of PwC TLS, we are available to assist companies in updating their statutory provisions so that they reflect the new methods of holding meetings entirely via telecommunications.
You can find a brochure for these professional services here
Our New Law team also implemented technological solutions aimed at digitising corporate affairs.
For this reason, with the support of PwC Digital Innovation team, we developed “Corporate Secretarial Assistant”, a software that allows to manage corporate transactions and company meetings, draw up the relevant documentation (notices of meetings, minutes, resolutions, etc.) and send it to Directors, hold meetings in full videoconference and have reports on the status of the company compliance always updated.
Please have a look at our tech offering here: link
Keep reading us to keep up with the latest news on the digitisation of Italian corporate law!
For a deeper discussion, please contact:
PwC TLS Avvocati e Commercialisti
PwC TLS Avvocati e Commercialisti