Corporate Law, Legislative Decree No. 47 of March 27, 2026 – Reform of administration and control systems for joint-stock companies
Legislative Decree No. 47 of March 27, 2026
Implementation of the enabling mandate set forth in Article 19 of Law No. 21 of March 5, 2024, for the comprehensive reform of provisions regarding capital markets (as contained in the Consolidated Law on Finance—TUF—under Legislative Decree No. 58 of February 24, 1998) and provisions regarding capital-based companies (as contained in the Civil Code), as well as for the amendment of other existing provisions to ensure better coordination.
Circular No. 23/2026 – The new regulatory framework for administration and control systems following the reform of the TUF and the Civil Code
This circular outlines and discusses the reform of administration and control systems for joint-stock companies introduced by Legislative Decree No. 47/2026.
The legislative decree was adopted pursuant to the enabling mandate contained in the so-called “Capital Markets Law,” through which the legislature redesigned the regulatory framework of the Civil Code and the Consolidated Law on Finance (TUF).
The reform retains the three corporate governance models but alters their regulatory architecture: instead of a separate set of rules for each model linked by cross-references, there is now a core set of common provisions dedicated to (i) the administration function, (ii) shareholder remedies, and (iii) the control body, followed by three distinct sections addressing the specifics of each system.
The previous classification of models—traditional, monistic, and dualistic—has been replaced by a new one that distinguishes models based on the supervisory body: the system with a board of statutory auditors (*collegio sindacale*), the system with a supervisory board, and the system with a management control committee.
The company’s bylaws must specifically indicate the chosen model, and the system with a board of statutory auditors is no longer the default regime.
The revised Civil Code provisions do not introduce substantive changes to fundamental principles but rather reflect shifts that have occurred regarding administrative and supervisory functions.
Notable among these changes are: the reformulation of the administrative function to encompass the organizational dimension;
rules regarding the provision of information to the board and the principle of reasonable reliance by non-executive directors on the information received;
the extension of the non-competition obligation to executives with strategic responsibilities and the explicit codification of the prohibition on the use of information, applicable also to general managers;
and the harmonization of the duties, powers, grounds for ineligibility, and operating rules of the supervisory body.
For listed companies, the most significant amendments to the TUF regarding administration and control concern: the principles governing the composition of corporate bodies; the new rules on internal control and risk management systems; the expansion of exemptions for related-party transactions; the reformulation of the obligation to report irregularities to Consob; and the reinstatement—for statutory auditors of listed companies—of joint and several liability without quantitative limits.
Legislative Decree no. 47/2026 entered into force on April 29, 2026, with the exception of provisions contingent upon the adoption of Consob regulations.
October 12, 2026
Source Assonime
