Remote Meetings for Companies, Associations and Foundations

The Decree Law No. 215 of December 30, 2023 (so-called “Milleproroghe” decree) has been converted into Law No. 18 of February 23, 2024, published in the Gazzetta Ufficiale No. 49 of February 28, 2024, and entered into force on February 29, 2024, introducing several amendments compared to the original text.

Article 3, paragraph 12-duodecies of DL 215/2023, introduced  for the conversion into law, has reopened the deadlines (expired on July 31, 2023) for the use of emergency provisions regarding shareholders and board of directors meetings of companies, associations and foundations (Article 106 of DL 18/2020), allowing their remote conduct until April 30, 2024.

In summary, therefore, with regard to the meetings “done” until that date, it will be possible to:

• provide, in joint-stock companies, joint-stock partnerships, limited liability companies, cooperatives and mutual insurance companies, even in derogation from statutory provisions, for the expression of votes electronically or by correspondence and participation in the meeting through means of telecommunication (paragraph 2, first period);
• conduct meeting, always regardless of different statutory provisions, also exclusively through means of telecommunication that ensure the identification of participants, their participation and votation, without in any case the need for the president, secretary or notary to be present in the same place, where provided (paragraph 2, second period);
• allow, in limited liability companies, even in derogation from what is provided for in Article 2479, paragraph 4 of the Civil Code and different statutory provisions, for voting to take place through written consultation or by express consent in writing (paragraph 3);
• require, in certain companies (e.g., listed ones), participation in the assembly through the designated Representative (paragraphs 4, 5, and 6).

However, it is noted that Article 11, paragraph 2 of the bill containing measures to support capital competitiveness, definitively approved by the Senato on February 27, 2024, provides for the postponement of the application deadline of the aforementioned provisions to December 31, 2024.

Approval of the financial statements within 180 days

The reopening of the aforementioned deadlines does not seem to affect the first paragraph of Article 106 of DL 18/2020, which continues to refer only to financial statements  as of December 31, 2020, with the consequence that the financial statements  as of December 31, 2023, can be approved within the extended period of 180 days only in the presence of the conditions indicated by the Civil Code.