Italian Civil Code translated in English
Italian Company Law
by Valerio Piacentini
This volume aims to give foreign entrepreneurs and investors operating on the Italian territory an important operative instrument for a correct management and administration of companies.
The articles of the Italian Civil Code here translated (from art. 2325 to article 2510) are the general normative reference valid for all types of capital companies.
However the reader has to remember that by respecting the Principle of Speciality of the norm, such norms could be outlawed by specific dispositions that disciple some company matters. Therefore companies that for the peculiar activity carried out or because of social capital characteristics are excluded from the application of some articles of the Civil Code, find a complementary regulation in Special Laws outside the Code. Such is the case of companies with quoted shares on regulated markets that, as per article 2325-bis, paragraph 2, are subject to the dispositions of Title V only “ in that they are not otherwise subject to other norms of this code or special laws”.
Those quoted companies are, in fact, disciplined by the Civil Code, but also by the T.U.F. (Testo Unico della Finanza – Consolidated Law on Finance), by lgs. decree n. 58 of February 24, 1998, by the Consob Regulations and by the Consob principles.
Like listed companies, other companies are also subject to special legislation, as, for example, banks, insurance and financial companies, trusts and sports associations.
In the English text, in order to help the reader have a better understanding, the number of the articles of the basic institutes and/or correlated topics are often inserted in brackets.
The text is updated under the current legislation as of February 1, 2014.
I would like to thank in advance those who wish to forward me suggestions and advice.