The new Commercial Code and Companies Code approved by means of Legislative-Decree No. 1/2019 and Legislative-Decree No. 2/2019, respectively, both of 23 July 2019, come into force today. The 1888 Commercial Code and the 1999 Companies Code thus ceased to be effective, as they were revoked by those Legislative-Decrees.
The new Commercial Code introduces several innovations, notably: (i) the introduction of the business representation contract, allowing for the representation of commercial businesses in the exercise of their activity, (ii) the regulation of commercial distribution contracts, including agency, commercial concession, franchise, mediation, commission, supply and consignment contracts, (iii) the regulation of the forms of cooperation and joint ventures between companies, and (iv) the revision of the obligations of commercial businesses, taking into account the technological developments. On the latter topic, the inventory, balance and journal books cease to be mandatory, with the business being able to decide on the organisation of the bookkeeping, including the option for electronic support among other forms of organisation.
With regard to the Companies Code, the changes are materially less thorough, but rather significant from a formal standpoint. Among others, the following novelties are worth of mention: (i) the removal of two less used types of companies, (ii) the possibility for shareholders of private limited liability companies by quotas to assume, to a certain extent, corporate debts, (iii) the absence of minimum share capital for any type of company, without prejudice to new rules on legal reserves aimed at strengthening creditor protection; (iv) the possibility of sole shareholder private limited liability companies by quotas having a company as their sole shareholder, (v) the removal of the possibility of issuance of bearer shares, (vi) the inclusion of new rules for the functioning of the corporate bodies to take advantage of new technologies, and (vii) the regulation of corporate conflicts of interest.
Bearer shares issued prior to the entry into force of the new Companies Code shall be converted into registered shares by no later than 22 January 2021.
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