Italy: Decree On Competitiveness

News For Corporate Shares And Share Capital
Last Updated: 22 October 2014
Article by Batini Colombo Saottinis' Tax Team


The Law Decree nr. 91 dated June 24th 2014 (known also as "competitiveness decree"), enforced on June 25th, has been converted with modifications in the Law nr. 116 dated August 8th 2014, enforced on August 21th 2014.

With this Update we analyse the most important changes made to the corporate shares and share capital rules.


In order to incorporate a Public Limited Company (in Italian Società per Azioni or S.p.A.) the minimum share capital has been decreased from Euro 120.000,00 to Euro 50.000,00.

2.1 Effective date

The new minimum amount for the share capital is effective starting from June 25th 2014.

2.2 Main consequences of the new minimum amount

The decrease of the minimum share capital for Public Limited Companies has important consequences with relation to:

  • The amounts of payments at the moment of the incorporation of the company;
  • The re-capitalization of the company if and when needed;
  • The voluntary reduction of the share capital.

2.2.1 The amounts of payments at the moment of the incorporation of the company

In case of incorporation of a SpA with minimum share capital (today equal to Euro 50.000,00) and payment entirely made with cash, payments to be made (according to article 2342, paragraph 2 of the Italian Civil Code at least 25% of the minimum share capital), in case of multiple shareholders decrease from Euro 30.000,00 to Euro 12.500,00.

This only in case of two or more shareholders. In case of SpA with just one shareholders, in fact, the same article obliges to pay the entire minimum share capital of Euro 50.000,00.

This value, moreover, has also to be considered in case of payments made with assets (under article 2342, paragraph 3): shares corresponding to those payments have to be entirely free at the moment of their subscription.

2.2.2 Consequences in case of relevant losses

With regard to reflections that these news have in case of relevant losses, we underline how, under article 2447, if, for losses exceeding 1/3 of the share capital, this one is reduced under the minimum level set by article 2327, that is, starting from June 25th 2014, Euro 50.000,00, the Directors of the company have to summon the General Meeting of the shareholders to resolve on:

  • The decrease of the share capital and the simultaneous increase to the minimum level;
  • Or the transformation of the company into a Srl or a Limited Liability Company.

2.2.3 Consequences on the voluntary decrease of the share capital

The decrease of the minimum share capital to Euro 50.000,00 impact also on the potential decision of voluntarily reducing the share capital.

Under article 2445, paragraph 2, in fact, the voluntary reduction of the corporate share capital can happen through the relief of the shareholders to make payments still due, and through the refund of the share capital to shareholders, within the limits set by article 2327, that is to the minimum level of Euro 50.000,00 (in addition article 2413 obliges to verify the limits set for the ratio needed between share capital, legal and available reserves and bonds issued by the company).

2.3 Minimum share capital for the SapA (Società in accomandita per azioni)

The new minimum level is applied also to SapA, since article 2454 makes reference, for these type of companies, to rules set for SpAs when applicable.


The need to appoint a single auditor or a Board of Auditors in a Srl with a share capital not lower than the one foreseen for the SpA, has been cancelled (with the abrogation of the article 2447, paragraph 2).

As a consequence the appointment of a Board of Auditors or a single Auditor in a Srl is linked just to exceeding the limits to draft the annual financials in the ordinary format (assets exceeding 4,4 Ml, turnover exceeding 8,8 Ml, average of employees more than 50), to the fact the company is obliged to file consolidated annual accounts or the company controls another company obliged to have annual financials audited (article 2447, paragraph 3).

3.1 Dismissal of the existing Board of Auditors

When the Decree has been converted into Law, the legislator has clarified that the upcoming obligation of appointing the auditors, no more linked to the minimum share capital, give a just clause to dismiss the existing single auditor or the Board of Auditors.

It is still not clear if the dismissal has to be supported by the Italian Court of Justice under rquirements of article 2400, paragraph 2.

3.2 News of the Law Decree nr. 91/2014 and new statutory clauses

Given the giving out of the obligation to appoint auditors with relation to the amount of the share capital, it is needed also to verify the reflections of these news on the existing statues of the Srls carrying provisions for this requisite.

The theme has been analysed by the Italian National Counsel of Public Notaries in Rome that has specified that, following the modification made to article 2447, even for the existing Srls registered in the Italian Companies register at the effective date (June 25th 2014), the need to appoint the auditors is:

  • Mandatory – in addition to the cases foresessn by article 2447 – if the incorporation deed (and statute) of the company foresees the appointment of an auditing body when the share capital is not lower that the minimum amount set for SpAs and the company ahs a share capital equal or exceeding Euro 50.000,00;
  • Not Mandatory – when the statute of the company makes just a general reference to article 2447 or to those law specific cases and the company has a share capital equal or exceeding the minimum amount foreseen for SpAs.

The first clarification will have impact on those Srls that kept the share capital just below the former minimum level for SpAs (Euro 120.000,000), including in their statutes the appointment of the auditing body in case the share capital should have reached or exceeded the minimum level set for SpAs. Those companies have to appoint a new Board of Auditors or a single Auditor or have to modify their incorporation deeds and statutes.

Similarly Srls that on June 25th 2014, had a share capital exceeding the one foreseen for SpAs (Euro 120.000,00) have to keep the Board of Auditors or the single Auditor previously appointed until the share capital will be equal or will exceed the new minimum level of Euro 50.000,00.

In that case, to dismiss the auditing body, the company has to modify its statute, erasing the clause on the minimum share capital foreseen for SpAs. In this case the just cause will probably not exist, as specified during the decree's conversion.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Batini Colombo Saottinis' Tax Team
Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Mondaq Advice Centre (MACs)
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.