CORPORATE – Notarial Council of Milan issues new corporate guideline

Newsletter n. 91 – December 2023

CORPORATE

Notarial Council of Milan issues new corporate guideline

On 7 November 2023, the Notarial Council of Milan issued its Guideline No. 209/2023 on demergers by spin-off (scissioni mediante scorporo). In particular, the Notarial Council stated, among other things, that (a) nothing prevents a spin-off in favour of an existing company but, in this case, Article 2506.1 of the Italian Civil Code (regulating demerger by spin-off in favour of newly incorporated companies) cannot be applied, given the importance of the determination of the exchange ratio which makes therefore the ordinary rules set forth in Articles 2501-quater, 2501-quinquies and 2501-sexies of the Italian Civil Code applicable; (2) save for certain specific cases, the demerger by spin-off does not require the expert estimate (perizia di stima) provided for by Articles 2343 and 2465 of the Italian Civil Code; and (3) the demerger by spin-off may be carried out by assignment of any asset of the demerged company, regardless of whether the object of the assignment qualifies as a business as a going concern or not.