Introduction
With the expiry of the final extension of the regime introduced by Article 106 of Decree-Law No. 18 of 17 March 2020, known as the “Cura Italia” Decree, companies can no longer rely on the general derogation from the provisions of their articles of association to convene meetings; exclusively remotely. During the transitional phase, the notice of meeting could permit electronic or postal voting and participation via telecommunication, even in derogation from the articles of association, provided that identification, participation and voting were guaranteed.
From 1 October 2026, the preliminary question is no longer simply whether the platform is suitable: it is necessary to ascertain which regulations apply to the specific company and, above all, what the articles of association stipulate exactly.
S.r.l., flexibility and rules
In an Italian S.r.l. (correspond to Ltd or LLC), the organisational model is inherently more flexible. The articles of association may provide that shareholders’ decisions are taken by written consultation or by express written consent; however, decisions on amendments to the articles of association, on significant changes to the corporate purpose or to shareholders’ rights, as well as cases where a meeting is requested by directors or by shareholders representing at least one third of the share capital, remain subject to resolution by the shareholders’ meeting.
As regards videoconferencing, the most favourable view holds that it is possible for all or some participants to attend remotely even without a specific clause in the articles of association, provided that the collegial method is observed, participants are identified, the right to take part in the discussion is upheld, and votes are cast in an informed manner.
For a fully virtual general meeting, with no physical venue specified, it is nevertheless prudent to include a clear clause in the articles of association.
Milanese notarial practice permits clauses allowing the board of directors to convene the general meeting exclusively via telecommunication, specifying the platform as the virtual venue. However, there is also a more rigorous doctrinal position, according to which the complete exclusion of physical attendance should be provided for by an express provision, so as to ensure that shareholders make a fully informed choice.
S.p.A.: the articles of association are the governing rule
In a S.p.A. (correspond to PLC or Inc. Corp.), Article 2370, paragraph 4, of the Civil Code stipulates that the articles of association may permit participation via telecommunications and the casting of votes by post or electronically; those voting in this manner are deemed to have attended the general meeting.
Following the emergency period, the most robust solution for enabling shareholders to participate online is therefore an express provision in the articles of association. In the absence of such a clause, there remains scope for remote participation in a meeting held at a physical venue, in accordance with a notarial interpretation which, however, requires compliance with the principle of collective decision-making and the possibility for the shareholder to participate in person as well. Precisely because there are interpretations that do not fully align, a public limited company (S.p.A.) wishing to adopt a digital model on a permanent basis should avoid relying on interpretative guidelines and should amend its articles of association.
The quorum requirements remain unchanged: at the first call, an ordinary general meeting is validly constituted with at least half of the share capital present and resolves by an absolute majority of the capital present; for an extraordinary general meeting, the favourable vote of more than half of the share capital is generally required, unless the articles of association stipulate higher majorities.
Unanimous meeting: the derogation is not a shortcut
The unanimous meeting may constitute an important exception to the ordinary formalities. For a public limited company (S.p.A.), representation of the entire share capital and the attendance of a majority of the members of the administrative and supervisory bodies are required; each participant may object to the discussion of matters on which they do not consider themselves sufficiently informed.
In this context, some practice allows the meeting to take place entirely via videoconference even without a prior provision in the articles of association: the consent of all those present to the use of the teleconference facility would be implied by their very participation in the totalitarian meeting. However, the totalitarian nature of the meeting does not eliminate the need to ensure information, identification, discussion and proof of voting.
Where the chairperson, secretary and notary must be located
If the notice specifies a physical venue and permits remote participation, the prevailing notarial practice requires that the secretary or the notary responsible for drawing up the minutes be present at the convened venue. The chairperson, on the other hand, may participate remotely, provided that they are actually able to verify the identity and standing of those present, chair the proceedings and announce the outcome of the votes.
In totalitarian meetings, where a physical venue may not even be specified, the notary must be within their territorial jurisdiction and must be able to follow the proceedings in full via the chosen connection.
Particular attention is paid to the minutes, which are not a merely formal procedure, but rather the document that makes attendance, quorum, contributions, votes and resolutions verifiable.
Listed companies and MTFs
For listed companies, Law No. 21 of 5 March 2024, known as the Capital Markets Act, has made it a standard provision to stipulate in the articles of association that participation and voting take place exclusively through the company’s designated representative, in accordance with Article 135-undecies.1 of the Consolidated Law on Finance (TUF). The rules also extend to companies admitted to trading on multilateral trading facilities, within the limits set out in the relevant special legislation.
This model enhances organisational efficiency but affects the function of the general meeting and the stages leading up to it: questions, proposals and voting instructions are shifted to the pre-meeting phase. This choice must therefore be accompanied by transparent information procedures, accessible channels for shareholders and adequate timeframes for the exercise of participation rights.
1 October 2026 does not mark the end of online general meetings. It marks the end of the notion that technology can automatically replace corporate rules.
For S.r.l.s, there remains considerable flexibility, but a meeting held exclusively online warrants an explicit clause in the articles of association to reduce uncertainty.
For S.p.A.s, checking the articles of association is even more important: remote participation may be permitted, but the exclusion of a physical venue should not be left to ambiguous wording. Finally, for listed companies, digitalisation is also measured by the designated representative and the quality of the pre-meeting dialogue.
The practical rule: before issuing the notice of meeting, read the articles of association; before voting, check the safeguards; before drawing up the minutes, ensure there is evidence of the entire procedure.
The Lehal Nook Insights Checklist
Before drafting the notice of meeting, the board of directors should carry out four essential checks:
- identify the type of company: limited liability company (S.r.l.), closed joint-stock company (S.p.A.), listed issuer or company admitted to trading on an MTF
- read theclause in the articles of association relating to the convening of the meeting, the venue, participation via telecommunication, electronic voting and the drafting of the minutes
- choose the meeting format: in person, hybrid or exclusively online
- assess whether the conditions for a ‘totalitarian’ general meeting are met, which may remedy the absence of formalities regarding the convening of the meeting but not the absence of effective information on the matters to be discussed.
The convening of the meeting remains a process that must be handled with even greater precision.
Sources
Legislative Decree No. 47 of 27 March 2026
Milan Notarial Council (Consiglio Notarile di Milano) – Guideline No. 200 – 23 November 2021 – Articles of association clauses authorising the convening of general meetings exclusively by means of telecommunications
