New limited liability SMEs

Pending end-year tax and corporate provisions (which are under definition by the Parliament and which we will discuss and explain in the following months), it is worth discussing some important updates concerning Italian limited liability companies, particularly referring to SMEs.

These updates are worth discussing, not only because they provide a clear view of how the Italian legislator operates, but also because they refer to a series of provisions which were issued without drawing the proper attention of concerned operators.

First of all, these are important updates on the structure of almost all those limited liability companies (S.r.l.) that are not clearly classified in the Italian Civil Code, but rather are the result of a regulation that lies outside the Civil Code (Law Decree no. 50/2017, turned into Law no. 96/2017, and Legislative Decree no. 129/2017).

This clearly shows that the way in which the legislator operates does not help operators.

The new regulation (Legislative Decree no. 129/2017) provides that all limited liability SMEs (not only innovative ones, but, considering the Italian entrepreneurial fabric, 99% of limited liability companies) can:

• divide their share capital into share “categories”, granting different rights;
• regulate such share categories through various limitations to voting rights;
• purchase their own shares;
• make a public offer of their shares also through crowdfunding (i.e. through proper portals for the collection of capital on the internet).

It is clear that the updates above have an undivided scope and impact significantly the structure of traditional limited liability companies, as they are regulated under the Civil Code, introducing also updates being technically difficult to apply.

In fact, in contrast to the principle of legal certainty and to the expected simplification, after almost a year since the coming into force of the new legislation, the Boards of Notareis needed to supplement it with significant explanatory provisions that could help operators to understand and apply the updates.