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Articles of Association of an Italian Company

Articles of Association of an Italian Company

Updated on Tuesday 13th December 2016

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Articles-of-Association-of-an-Italian-Company.pngThe articles of association are the basic statutory documents of a company registered in Italy. The articles of association are drafted in accordance with the type of legal entity of the future company and they provide a legal framework on the rights and the obligations of the Italian shareholders, the board of directors. They also contain numerous regulations related to the shareholders’ meetings and the distribution of dividends, based on the number of shares each investor owns in the company. Our team of lawyers in Italy can provide legal assistance on the drafting of the articles of association


Drafting the Italian articles of association 

The articles of association have to respect the applicable legislation in Italy. Investors are allowed to modify various provisions of the document, as long as the respective provisions still respect the commercial legislation. In this sense, we mention that the articles of association have to be drafted in front of a local notary in Italy. Our team of attorneys in Italy can offer legal representation when drafting the statutory documents of an Italian company

Provisions of the articles of association in Italy  

The articles of association must provide clear details on the company’s name, its legal entity, as well as details related to the company’s headquarters and other local offices. 
The document prescribes the rights given to the board of directors related to the incorporation of other offices for the company, which can be set up as branches or representative offices
The articles of association should also prescribe the minimum number of shareholders – for example, in the case of a public limited company, the legal entity can be set up by only one shareholder. 
According to the provisions of the Italian Civil Code, Article 2328, the articles of association must represent the main regulatory framework when there is a conflict between its provisions and the ones stated in the company’s memorandum, which is another statutory document of the company
Persons interested in finding out more information related to the Italian articles of association are invited to contact our law firm in Italy


  • Anne 2016-12-13

    When drafting the articles of association, it is very important to understand all the implications of the document, and this is why it is necessary to receive legal assistance from a local attorney.

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