New share capital limits for Italian joint-stock companies


Italian new legislation has reduced the previous limits of minimum capitalization for joint-stock company, allowing those who want to invest to build a S.P.A. (joint –stock company) with only € 50,000 of capital. With this new legislation the Italian Government wanted to help the growth of the Spa, seen as a preferred vehicle for raising equity or debt capital.

The fact

Article 20, co. 7 of Decree Law 91/2014 amended Article. 2327 cc which provides the minimum capital required to establish a Spa. Today the necessary capital is EUR 50,000.00, instead of EUR 120,000.00, which was the previous limit.

The legislator with this intervention wanted mitigate the phenomenon by which start-up entrepreneurs usually prefer the form of Ltd than a  S.p.A.. The reason of such new  political decision is that nowadays  SPA has become the reference model for access to the capital market and risk.

The new rule, which reduces the minimum share capital necessary to build a SPA (Joint Stock Companies)  companies.  Such type of companies, in the view of the Government, are better suited than smaller SRL (Ltd) to collect market risk capital and debt capital.

It is important

The setting of  the new limit of the minimum capital of the Spa also has had immediate consequences on the articles of association of existing companies, with the possibility for the shareholders to proceed with a reduction of share capital within above limits . In particular the shareholders of  Spa, with share capital of EUR 120,000.00, could decide a voluntary reduction of the share capital. Obviously such a decision must not be opposed by  company’s creditors.

Beside the above,  thanks to the new standard , existing S.p.A. who have suffered losses that diminish the existing capital at a level of less than € 50,000.00 are not anymore  required, to recapitalize in full to ” prior social capital”. In fact the shareholders  could limit the recapitalization of the share capital to EUR 50,000.00 .


Published by Carlo Scarpa

lawyer, partner at Tonucci & Partners. Specialized in Commercial Contracts, JV, IP, FIDIC. Conflicts of Law and International Law. Office in Padua - Italy

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