Italy Update: Cross-border conversions, mergers and divisions

Legislative Decree implementing Directive (EU) 2019/2121

Legislative Decree no. 2 of 2023 March 19 implemented Directive (EU) 2019/2121 of 27 November 2019 on cross-border transformations, mergers and divisions, aimed at promoting the freedom of establishment of companies and encouraging the growth and competition of companies in the European Union.

In particular, it should be noted:

• The introduction of art. 2510-bis c., by virtue of which companies may establish outside the territory of the Italian State their registered office by transformation, in accordance with the rules governing cross-border and international transformation operations;
• The amendment to Articles. 2437 and 2473 of the Italian Civil Code, by virtue of which, in the event of transfer of the registered office abroad, the right of withdrawal of the shareholder of S.p.A. and S.r.l. who has not contributed to the approval of the relative resolution is recognized;
• The introduction of art. 2506.1 of the Italian Civil Code, by virtue of which it is now possible the so-called “demerger by spin-off“, with which a company assigns a part of its assets to one or more newly established companies by attributing the relative shareholdings not to its shareholders, but to itself, continuing its activity.

The amendments to the Civil Code enter into force immediately, and will take effect from 3 July 2023: they will apply to cross-border and international transactions in which none of the participating companies, on the same date, has published the relevant draft. Previous cross-border mergers continue to be regulated by Legislative Decree no. 108/2008.

SICAVs, entities subject to resolution procedures or crisis prevention measures (unless the legislation specifically applicable to the institution in question allows it), corporations in liquidation that have started distributing assets and cooperative societies with prevailing mutuality remain excluded from the application of the new framework.

By Quorum, Italy, a Transatlantic Law International Affiliated Firm. 

For further information or for any assistance please contact italy@transatlanticlaw.com

Disclaimer: Transatlantic Law International Limited is a UK registered limited liability company providing international business and legal solutions through its own resources and the expertise of over 105 affiliated independent law firms in over 95 countries worldwide. This article is for background information only and provided in the context of the applicable law when published and does not constitute legal advice and cannot be relied on as such for any matter. Legal advice may be provided subject to the retention of Transatlantic Law International Limited’s services and its governing terms and conditions of service. TransatlanticLaw International Limited, based at 42 Brook Street, London W1K 5DB, United Kingdom, is registered with Companies House, Reg Nr. 361484, with its registered address at 83 Cambridge Street, London SW1V 4PS, United Kingdom.