The Italian Government has approved Legislative Decree No. 19 of 2 March 2023 implementing in Italy Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019 (amending Directive (EU) 2017/1132) concerning, among other things, cross-border conversions, mergers and divisions. The new legislation amends the Italian Civil Code and in particular (a) introduces Articles 2506.1 regulating the case of demergers by spin-off (scissione mediante scorporo) and 2510bis, concerning the transfer of the registered office abroad, and (ii) repeals the rules of the Italian Civil Code granting shareholders the right to withdraw from a company (joint stock company) in the event of the transfer of the registered office abroad. The amendments will take effect as from 3 July 2023. The aforementioned Legislative Decree also introduces the crime of "false or omitted statements for the issuance of the preliminary certificate", amending Article 25-ter.1 of Legislative Decree No. 231 of 2001.
Originally published by April, 2023
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