Italy: Governing Laws/Bylaw Requirements

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 personal details of the shareholders and number of shares attributed to each of them, name of the company (the legal ending of which shall indicate at least the abbreviation “S.p.A.”)
  • location of its registered office
  • objective of the company
  • amount of the share capital and amount paid up
  • number and features of the shares
  • aggregate value of the contributions in kind-
  • rules governing the payment of dividends; as well as the corporate governance system of the company, number and powers of the directors, number of auditors, name of the appointed directors and auditors, duration of the company, if any, and rules applying to shareholder withdrawal. (Italian Civil Code Article 2328).

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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