CORPORATE | Emergency provisions on shareholders’ meetings extended to 30 September 2026

On 1 March 2026, Law no. 26 of 27 February 2026 entered into force thus converting into law, with amendments, Law-Decree n. 200 of 31 December 2025 (so-called “Decreto Milleproroghe 2025”), which further extended the temporary provisions governing shareholders’ meetings set forth in Article 106 of Law-Decree No. 18 of 17 March 2020 (the Emergency Legislation) until 30 September 2026.  It is worth remembering that, among other things, Article 106 provides – also by way of derogation from companies’ bylaws – for the possibility to hold shareholders’ meetings exclusively through telecommunication means, even in the absence of a specific provision in the by-laws and without the need for the chairman, secretary or notary public to be physically present in the same place, and, with reference to listed companies, requires shareholders to exercise their voting rights exclusively through the designated representative pursuant to Article 135-undecies of Legislative Decree No. 58 of 24 February 1998. Following 30 September 2026, unless further extensions are enacted, the ordinary rules of the Italian Civil Code will apply again, as interpreted by case law and legal scholarship, including Guideline No. 216 of the Milan Notary Council.

Newsletter n. 116 – March 2026