Part Three – The equal treatment of management and control models and the extension of statutory autonomy

Part Three – The equal treatment of management and control models and the extension of statutory autonomy

The most innovative principles of Legislative Decree 47/2026

Among the most innovative principles of Legislative Decree 47/2026 is the definitive move away from the notion – entrenched since the 2003 reform of company law – that the system with a board of statutory auditors represented the standard model of administration and control for limited companies. The new legislation dispenses with any hierarchy between the various governance structures, attributing equal functional status to them. This choice reflects a well-established trend in practice: practical experience has shown that there is no single organisational model that is universally preferable, given that the effectiveness of governance depends, in practice, on the chosen structure’s ability to adapt to the company’s characteristics, its ownership structure and the complexity of its business activities.

From a terminological perspective, Legislative Decree 47/2026 has removed the terms ‘dualistic system’ and ‘monistic system’, replacing them respectively with ‘system with a supervisory board’ and ‘system with a management control committee’, although it is easy to foresee that in everyday language the old terms will continue to be used for some time for the sake of descriptive convenience and for comparison with the previous legislation. This change in terminology does not appear to be a purely formal choice: through the new designations, the legislator describes each system by focusing on its organisational structure, avoiding labels that might suggest a hierarchy of value amongst the models. This reinforces the principle of neutrality that pervades the entire reform, a principle that finds technical expression in the rewriting of Article 2380 of the Civil Code: as noted by various specialist commentaries published in the months following the decree’s entry into force, the new provision expressly refrains from designating the traditional model as the default regime, requiring that the articles of association make an explicit choice between the systems provided for by law.

The equal standing accorded to the various systems of administration and control does not, however, mean that they are structurally identical: each model retains its own organisational characteristics, different methods of allocating powers and specific techniques for exercising control. The equivalence affirmed by the legislator must therefore be understood in a functional sense: all systems are, in theory, capable of pursuing the same fundamental objectives of corporate governance, namely ensuring efficient management, guaranteeing genuinely effective controls, promoting the proper flow of information within the organisational structure, and safeguarding the interests of the company, its shareholders and its creditors.

It follows that the focus of interpretation shifts from the formal structure of the governing bodies to the actual quality of their functioning: what matters today is no longer the label of the model adopted, but the organisation’s actual capacity to ensure a stable balance between administrative and supervisory functions. The affirmation of the neutrality of models consequently entails a significant expansion of statutory autonomy: shareholders are called upon to choose the governance system best suited to their company’s needs, without having to regard models alternative to the board of statutory auditors as a deviation from a presumed standard structure.

The articles of association thus become a truly central tool in the design of governance: the allocation of powers, the rules governing the functioning of corporate bodies, information flows and the mechanisms for coordination between management and oversight can be shaped in a way that more closely reflects the concrete business reality, whilst always complying with the mandatory principles of the Civil Code. In this way, the reform reinforces the idea that organisational efficiency does not stem from the adoption of a specific model, but from the consistency between the chosen structure and the company’s specific characteristics. The practical implications of this approach are set to grow in importance: legal scholarship and case law will need to develop interpretative criteria consistent with the new principle of organisational neutrality, without continuing to use the system with a board of statutory auditors as an implicit yardstick for assessing other models. Legislative Decree 47/2026 thus marks the transition from a regulatory framework centred on the prevalence of a single organisational structure to one that focuses on the overall quality of governance, in which the effectiveness of administration and control will no longer depend on the type of system formally chosen, but on the actual ability of the corporate bodies to act in accordance with criteria of competence, independence, transparency and accountability.