Corporate governance: the reform of Legislative Decree 47/2026

Starting today, I am launching a series of articles dedicated to the reform of corporate governance, introduced by Legislative Decree No. 47

of 27 March 2026.

This is a highly topical issue, particularly with regard to the liability of directors.

As I have just mentioned, I have deliberately chosen to structure this work into several chapters, so that readers can more easily take in the content and fully grasp the scope of the new legislation.

Part One – Governance reform and the centrality of organisational structures

Legislative Decree No. 47 of 27 March 2026 marks the most far-reaching intervention in the governance of limited companies since the comprehensive reform of company law in 2003, universally known as the Vietti Reform. The text was published in the Official Gazette on 14 April 2026 and came into force on 29 April of the same year, in accordance with the delegated powers conferred on the Government by Article 19 of Law No. 21 of 5 March 2024 – the so-called ‘Capitali Law’. The decree makes comprehensive amendments to both the Civil Code and the Consolidated Law on Finance (Legislative Decree 58/1998), driven by a twofold stated objective: on the one hand, to strengthen the competitiveness and attractiveness of the Italian capital market; on the other, to continue the process of modernising corporate governance that the Capital Law itself had already set in motion in previous years.

We are therefore not dealing with a mere revamp of individual provisions of the Civil Code, but rather with a new systemic approach to corporate organisation, capable of influencing the entire relationship between management, oversight and statutory autonomy. This decision by the legislator stems from the experience gained over the twenty years following the 2003 reform, during which the evolution of markets, businesses and financial legislation gradually highlighted the need for governance that is more flexible and better aligned with the growing complexity of economic activity. Moreover, even the interim legislative measures, culminating in the Capital Act (Act No. 21/2024), had already emphasised the central importance of organisational structures, transparency and the effectiveness of controls, thereby laying the foundations for the reform now implemented by Legislative Decree 47/2026.

The scope of this change extends far beyond mere terminology: a genuine principle of organisational neutrality is enshrined, whereby no single model can be said, in the abstract, to be preferable to the others, as all are potentially suitable for ensuring sound administration and effective control. Organisational structures thus take centre stage in governance: they are no longer merely a support for management activities, but an essential prerequisite for the proper functioning of the company. It follows that governance is no longer limited to the allocation of powers amongst the various corporate bodies, but encompasses the quality of the entire decision-making structure, the elements of which – appropriate organisational structures, efficient information flows, a clear definition of responsibilities and effectively operational control systems – are inextricably linked.

The most significant change is undoubtedly the rewriting of Article 2380 of the Civil Code, whereby the legislator definitively abandons the notion that the system with a board of statutory auditors represents the standard model of administration and control. The various governance systems are now placed on an equal footing, with no implicit hierarchy between them: the choice of organisational structure thus becomes a full expression of statutory autonomy, to be exercised whilst taking into account the company’s specific needs, its size, the composition of its shareholder base and the nature of its business. Various commentaries published following the entry into force of the provision confirm that the new Article 2380 of the Civil Code expressly refrains from designating the traditional system as the default regime, requiring instead that the articles of association explicitly state which of the systems provided for by law the company intends to adopt.

It is worth quoting the full text of the provision (Article 2380 of the Italian Civil Code), in the version in force from 29 April 2026, because it is precisely by reading it that one immediately grasps the scope of the change:

‘The articles of association shall adopt, for the management and supervision of the company, one of the systems referred to in paragraphs 2, 3 and 4 of this section, in which, respectively, the functions are assigned to one or more directors and a board of statutory auditors, to a management board and a supervisory board, or to a board of directors and a management control committee established within it.

Unless the resolution provides otherwise, the change of system shall take effect on the date of the meeting of the competent body convened to approve the financial statements for the following financial year.

Unless otherwise specified, the provisions of this paragraph referring to the board or to the directors shall apply, as the case may be, to the board of directors or the management board or to their respective members.’

(Civil Code, Article 2380 – Systems of administration and control, text in force from 29 April 2026)

In other words, administration and control cease to be separate and distinct functions and become complementary functions within a unified system, geared towards safeguarding the company’s interests. Under Legislative Decree 47/2026, a company’s efficiency is not measured by mere formal compliance with legal procedures, but by the ability of the corporate bodies to act in a coordinated manner, to share comprehensive and timely information, and to take decisions based on a genuine understanding of the company’s risks and opportunities. Governance thus becomes an integrated system in which administration, control, organisation and information are closely interdependent components; the legislator’s aim is not to multiply formal obligations, but to encourage organisational models capable of combining managerial efficiency, the accountability of corporate bodies and the protection of the interests involved in the company’s activities. Legislative Decree 47/2026 thus opens a new chapter in company law, in which corporate governance emerges as a key criterion for assessing both the quality of management and the efficiency of the company itself.