Legislative Decree No. 19 of 2 March 2023 (Implementation of Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019 amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions) made several amendments to the Italian Civil Code. In particular, Article 51.3(a) of the Legislative Decree provides for the introduction of a new Article 2506.1 in the Civil Code, according to which, in the event of a demerger by spin-off (scissione mediante scorporo), a company transfers part of its assets to one or more newly created companies and the relevant shares or quotas to itself, while continuing its activity. Participation in the demerger is not permitted for companies in liquidation that have commenced the distribution of assets. The provisions of the Legislative Decree are effective as of 3 July 2023, unless otherwise specified; Article 51 applies as from the date of entry into force of the Legislative Decree (i.e., 22 March 2023).
Originally published by March, 2023
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