“Legge Capitali” – significant amendments to the Civil Code regarding corporate governance

As announced, Legislative Decree No. 47 of 27 March 2026 came into force yesterday, 29 April, through which the legislature has implemented the so-called ‘Capitali Law’, introducing a comprehensive reform that will have a significant impact on the governance of limited companies.

Without prejudice to the comments on the text that we will share in the future, at this initial stage, we are providing:
(i) a document highlighting how the articles of the Civil Code relating to governance have actually been amended or their placement has been changed; and
(ii) the consolidated and unamended text of the new articles of the Civil Code and the entire Testo Unico della Finanza (“Consolidated Law on Finance“).

Our firm remains at your disposal for any requirements and, in particular, to:
– analyse the existing governance structure;
– assess possible amendments to the articles of association;
– assist you with extraordinary transactions, listings and transactions with investors.

Confronto e modifiche Codice Civile- D. lgs. 47_2026

Testo Consolidato Codice Civile e TUF-D. lgs. n. 47_2026

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