No more “default” governance model
Until now, the traditional system (board of directors plus board of statutory auditors) was the legal default. Companies opting for the dualistic or monistic model had to say so expressly in their articles of association, and those models were partly regulated by cross-reference to the traditional system’s rules.
What changes
The new Article 2380 c.c. places all three governance systems on an equal footing. Each model is now regulated autonomously—no model depends on or refers back to the traditional system’s provisions. The articles of association simply choose one of the three options. A switch between systems takes effect from the shareholders’ meeting called to approve the next annual financial statements, unless the resolution provides otherwise.
Why it matters
The new legal framework confers upon companies a greater substantive discretion in the selection of the governance system to be adopted. The aim is to reinforce the attractiveness of Italian corporations by rendering such systems more readily identifiable and intelligible to foreign investors.
Board powers, delegation, and crisis management
The reform reshapes how boards are structured and how they operate through four targeted interventions:
Organizational set-up is now expressly the board’s job.
Article 2380‑bis c.c. codifies that the management and organization of the company—including the design of the organizational, administrative, and accounting structure—are the exclusive responsibility of the directors. Previously implied, this is now explicit, with clear implications for liability if structures prove inadequate.
Chairman, delegation, and information duties are unbundled.
The old Article 2381 c.c.—which covered the chairman, executive committees, delegated powers, and information duties in a single provision—has been split into three separate articles (2381, 2381-bis, and 2381-ter c.c.). The chairman’s role (convening the board, setting the agenda, coordinating discussions) is now in a standalone provision, making it easier to identify and enforce each set of obligations.
Crisis decisions cannot be delegated.
Under the new Article 2381-bis c.c., the full board must directly decide whether to access crisis and insolvency resolution tools (including the content of any proposal and the conditions of a restructuring plan). This cannot be delegated to executive committees or individual directors. The message is clear: in distress scenarios, collective board responsibility is non-negotiable.
A new “reliance rule” for non-executive directors.
Article 2381-ter c.c. codifies the duty to act in an informed manner and the chairman’s obligation to ensure adequate information reaches all directors. Crucially, it introduces a safe harbor: non-executive directors may reasonably rely on information received in accordance with the law and the articles of association. This does not eliminate their oversight duties, but it provides a clearer yardstick for future liability assessments.
Directors’ duties: new rules on information, conflicts, and competition
A “corporate opportunity” prohibition enters the Civil Code.
The new Article 2390-bis c.c. prohibits directors from using—for their own benefit or that of third parties—data, information, or business opportunities learned in the course of their duties. A breach of these new rules would trigger potential removal and liability for damages. This aligns Italian law with the corporate opportunity doctrines familiar in common-law jurisdictions and is especially relevant for directors with overlapping roles in group structures or venture-backed portfolios.
Conflict-of-interest regimes can now be tightened by the company.
Article 2391 c.c. retains the existing framework for directors’ interests but adds a significant new tool: the articles of association or board regulations may now impose additional conditions, procedures, or limits on a conflicted director’s participation in board meetings—up to and including full exclusion. Previously, the statute did not expressly allow exclusion; companies can now go beyond the minimum and design bespoke conflict protocols suited to their ownership profile.
Non‑competition and information-use duties now apply to general managers.
The new Article 2396-bis c.c. extends to general managers the full set of prohibitions previously reserved for directors: no unlimited liability partnerships in competing companies, no competing activities, no directorship or management roles in competitors, and no misuse of corporate information or opportunities. General managers face damages liability for breach. Companies should review existing management contracts to ensure alignment.
One supervisory rulebook for all governance models
This is perhaps the most structural change. The reform introduces a single, unified body of rules on supervisory bodies (Articles 2396-ter to 2396-novies c.c.) that applies to all governance models—traditional, supervisory board, and management control committee alike. Previously, the supervisory rules for the dualistic and monistic systems were largely constructed through cross-references back to the traditional model, creating gaps and interpretive uncertainty.
What the common framework covers: complaints to the supervisory body and to the court (replacing the repealed Articles 2408 and 2409 c.c.); duties and inspection powers of the supervisory body; grounds for ineligibility and forfeiture; meeting rules; and the statutory audit.
Each model then has its own self-standing chapter: the redefined Section VI-bis provides comprehensive, independent rules for: (i) the system with a board of statutory auditors (Articles 2396-decies to 2404 c.c.); (ii) the system with a supervisory board (Articles 2409-novies to 2409-quinquiesdecies c.c.); and (iii) the system with a management control committee (Articles 2409-septiesdecies to 2409-noviesdecies c.c.). The former labels “dualistic” and “monistic” have been removed from the statute.
The practical consequence is that companies using any governance model can now read a single, complete set of rules rather than navigating a patchwork of cross-references. Earlier referral provisions (Articles 2409-octies and 2409-sexiesdecies c.c.) have been repealed.
Limited liability for statutory auditors
While technically introduced by Law 35/2025 (in force since April 12, 2025), the cap on auditor liability under Article 2407 c.c. is integral to the reform’s supervisory architecture and is expressly taken into account by Decree 47/2026. Members of the board of statutory auditors of unlisted companies are now liable for damages—except in cases of willful misconduct—up to a maximum amount calculated as a multiple of their annual remuneration. The cap is designed to make the role more sustainable and attractive, while preserving incentives for effective oversight.
Exclusively for listed companies and those admitted to trading on multilateral trading facilities, Decree 47/2026 has instead introduced the new Article 151.2 of the Italian Financial Services Act, which expressly derogates from the liability cap set forth in Article 2407, paragraph 2, c.c. and reintroduces the regime of joint and several unlimited liability of the members of the board of statutory auditors, in accordance with the previous regime amended by Law 35/2025.
Key takeaways for unlisted S.p.A.s
Limited companies should act on several fronts:
- Governance model review: All three systems now enjoy equal status. Companies should assess whether their current model still serves their needs or whether a switch is warranted.
- Board regulations and procedures: Internal rules on delegation, information flows, and crisis management protocols need updating to align with Articles 2380‑bis, 2381‑bis, and 2381‑ter c.c.
- Conflict-of-interest policies: The new flexibility under Article 2391 c.c. allows companies to adopt stricter rules—including director exclusion—that should be considered and, if adopted, documented in the articles or board regulations.
- Management contracts: Employment and service agreements for directors and general managers should be reviewed against the expanded non‑competition and information‑use duties.
- Supervisory body governance: The unified framework and the new liability cap call for a fresh look at the role, composition, and working rules of supervisory bodies.
The reform is an opportunity to modernize governance structures, clarify accountability, and strike a better balance between flexibility and control—and companies that move early will be best placed to benefit.
*Davide Paolo Arleo (Stagiare Corporate) contributed to the drafting of this insight.
