Upon registration of a company in Italy, two “constitutional” documents of the company known as the ”atto costitutivo” or articles of association and “statuto” or by-laws must be signed before a notary. Pursuant to the Italian Civil Code Article 2328, the memorandum of association shall contain:
The bylaws include any statutes regarding the internal governance of the firm. The bylaws may also give more detail about the share structure of the firm, and determine share allocation criteria. The Italian Civil Code Article 2328 states that: “In the event of any inconsistencies between the provisions of the Articles of Association and those of the by-laws the latter shall prevail.” (Italian Civil Code Article 2328).
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