Corporate and Entity Meetings: Extension of the “Emergency” Provisions underArticle 106 of Decree-Law No. 18/2020 until December 31, 2025

With Law No. 15 of February 21, 2025 (published in the Official Gazette No. 45 of February 24, 2025, and entered into force the following day), the legislature converted, with amendments, Decree-Law No. 202 of December 27, 2024, containing “urgent provisions on regulatory deadlines,” commonly known as the Milleproroghe Decree.

Among the changes introduced during the conversion process, particular attention should

be given to the inclusion of paragraph 14-sexies within Article 3 of the Decree-Law, which

provides that:

"The deadline referred to in Article 106, paragraph 7, of Decree-Law No. 18 of March 17,

2020, converted, with amendments, by Law No. 27 of April 24, 2020, concerning the

holding of corporate and entity meetings, is extended to December 31, 2025."

Extension of the Special Rules on Shareholders’ Meetings

The legislative measure thus extends, until December 31, 2025, the effectiveness of the transitional rules introduced at the height of the health emergency under Decree-Law No. 18/2020 (known as Cura Italia), concerning the modalities for holding meetings of companies and entities—originally meant to apply only on an exceptional and temporary basis. As is well known, Article 106 of Decree-Law No. 18/2020 allows, in derogation of the provisions of the Civil Code and company bylaws, that:

• meetings may be held exclusively by telecommunication means, without the need for the physical presence of shareholders or governing bodies;

• in joint-stock companies (S.p.A.) and partnerships limited by shares (S.a.p.a.), shareholders may participate through a designated representative, with the company having the option to mandate this as the sole method of participation;

• in limited liability companies (S.r.l.), voting by written or electronic means is permitted, as is holding meetings by written consultation or written consent;

• meetings may be convened within 180 days from the end of the financial year, regardless of specific statutory or organizational provisions.

This framework has proven to be particularly effective even beyond the emergency phase, due to its operational flexibility and encouragement of digital tools, especially for companies with a wide shareholder base or significant non-resident ownership.

Return to the Effectiveness of the Emergency Rules

The combined effect of Law No. 15/2025 and Decree-Law No. 202/2024 is thus to reinstate the effectiveness of Article 106 of Decree-Law No. 18/2020 from February 25, 2025 (the date of entry into force of the conversion law) until December 31, 2025.

Accordingly, all corporate and entity meetings held within this period may continue to benefit from the simplifications and exemptions provided under Article 106, with clear advantages in terms of efficiency and participation.