Italy Update: Obligation to prepare consolidated financial statements: the amendments introduced by Law no. 238 of 23 December 2021

The new legislation provides that, for subsidiaries, in order to identify the undertakings obliged to draw up consolidated financial statements, all the voting rights of the members of the related undertaking are to be reduced by the voting rights attaching to the shares or own shares held by the investee undertaking itself, or by one of its subsidiaries or held by third parties on behalf of those undertakings. In addition, as a result of the changes, the subsidiaries are now subject to consolidation regardless of where they are incorporated.

With regard to cases of exemption from the obligation to prepare consolidated financial statements, the changes made concern the numerical limits to be considered in terms of the assets of the balance sheets, the total revenues from sales and services and employees employed.

The verification of the exceeding of the aforementioned limits can be carried out on an aggregate basis without carrying out the consolidation operations, increased by 20%.

A further amendment concerns the lists of companies included in the consolidated financial statements and of the shareholdings that must indicate for each company (i) the name, the registered office and the capital, (ii) the shares held, directly or through trust companies or through an intermediary person, by the parent company and by each of the subsidiaries and, (iii) if different, the percentage of the total votes due at the ordinary shareholders’ meeting. The abovementioned list must also indicate, for each undertaking, the amount of equity and profit or loss resulting from the last approved financial statements. Such information may be omitted where the controlled undertaking is not required to publish its balance sheet in accordance with the provisions of the applicable national law.

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

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

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