-
Transactional advisory services
Find out more about the transactional advisory services of Grant Thornton Financial Advisory Services
-
Valuations
Find out more about the valuations services of Grant Thornton Financial Advisory Services
-
Mergers and acquisitions
Find out more about the merger and acquisition services of Grant Thornton Financial Advisory Services
-
Forensic and investigation services
Find out more about the forensic and investigation services of Grant Thornton Financial Advisory Services
-
Recovery & reorganisation
Find out more about the Recovery & reorganisation services of Grant Thornton Financial Advisory Services
-
Business risk services
Find out more about the business risk services of Grant Thornton Financial Advisory Services
-
Business consulting
Find out more about the business consulting services of Grant Thornton Financial Advisory Services
-
Capital market
Capital market
-
Corporate and business tax
Find out more about our corporate and business tax services.
-
Direct international tax
Find out more about our direct international tax services.
-
Global mobility services
Find out more about our global mobility services.
-
Indirect international tax
Find out more about our indirect international tax services.
-
Transfer pricing
Find out more about our transfer pricing services.
-
Litigation
Our lawyers and accountants can manage all defense measures provided not only by the Italian law, but also by EU regulations and conventions
-
Family business
Find out more about our Family business services.
-
Legal
The client can be assisted in every need and with the same care both on important operations or disputes and on simple matters
-
Back office outsourcing
Find out more about our Back office outsourcing services
-
Business process outsourcing
Find out more about our business process outsourcing services.
-
Compilation of financial statements
Find out more about our compilation of financial statements services.
-
Tax compliance
Find out more about our tax compliance services.
-
Electronic invoicing
Find out more about our electronic invoicing services
-
Electronic storage
Electronic storage is an archiving procedure that guarantees the legal validity of a digitally stored electronic document
-
Revaluation of corporate assets
Find out your civil and fiscal revaluation of tangible, intangible and financial assets
-
Human resources consulting
Find out more about our human resources consulting services.
-
Payroll
Find out more about our payroll services.
-
HR News
HR News the monthly information newsletter by Grant Thornton HR
-
Cybersecurity
GT Digital helps clients structure information security management internal functions, also through partially or totally outsourced functions
-
Agile and Programme Management
GT Digital provides support in the adoption and implementation of different portfolio management
-
Robotic Process Automation
Our “BOT Farm” can rely on digital workers able to help clients in routine activities, allowing employees to deal with more added-value activities
-
Data strategy and management
GT Digital can support clients in seizing the opportunities offered by Big Data, from the definition of strategies to the implementation of systems
-
Enterprise Resource Planning
We support clients in selecting the most appropriate ERP System according to their specific needs, helping them also understand licensing models
-
IT strategy
GT Digital supports clients in making strategic choices, identifying innovation opportunities, comparing themselves with competitors
-
IT service management
We can support with software selection and with the implementation of dedicated tools for the management of ICT processes
Art.106 Law Decree no.18/2020, so-called “Cura Italia” Decree
The so-called “Cura Italia” decree (Law Decree no. 18/2020) introduced some important new provisions in order to contain and manage the epidemiologic emergency derived from the spread of COVID-19 virus. Among the many measures implemented by the Government, those introduced by article 106 are aimed at facilitating the concrete execution of companies’ shareholders’ meetings.
180 days for the approval of the 2019 financial statements
Para. 1 of art. 106, departing from articles 2364 and 2478-bis of the Italian Civil Code) and from the dispositions under the Articles of Association, provides that companies can call the ordinary shareholders’ meeting within a more extended term of 180 days from the end of the fiscal year. Therefore, for example, companies whose fiscal year ends at 31 December, can call the shareholders’ meeting for the approval of the financial statements by 28 June 2020 (which, moreover, is Sunday).
Assonime (Association of Italian joint-stock companies) issued a Note dated 18 March 2020 specific on this issue , providing two important considerations. In fact, according to the Association, the choice to make use of the extended term:
- do not need to be justified by the company or to be specifically taken by the Directors;
- should be referred to the date of “first call” of the shareholders’ meeting, providing, therefore, a further 30-days’ deferral in case the first meeting is inquorate.
The possibility to exercise the more extended term must be considered as a mere faculty for the company. Therefore, the financial statements can be approved earlier, according to the time deemed as adequate by the Directors.
Procedures to hold shareholders’ meetings
To deal with the hindrances due to mobility restrictions imposed by the Government, para. 2 of art. 106 provides an extension of the possibility to use those instruments, already provided by corporate law, that allow attendees to participate in the (ordinary and extraordinary) meetings and vote without being physically present in a single place. Therefore, also departing from articles of association’s provisions, the notice of call of the meeting can include the possibility to resort to means such as postal voting or electronic voting and to take part in the meeting via telecommunication means.
Consistently, the decree specifies that the Chairman, the Secretary or the notary public (if provided) do not need to take part in the meeting from the same place. As specified in norm no. 187 of the Milan Council of Notary Publics and as confirmed in the abovementioned Assonime note, all attendees can take part in the meeting through telecommunication means , including the chairman, as it is sufficient that the secretary who draws up the minutes or the notary public are present in the place indicated in the notice of call.
Para. 3 of art. 106 provides that “S.r.l.” limited companies can allow voting to be performed through written consultation or through express written consent, even departing from art. 2479 of the Italian Civil Code and from the company’s articles of association. Further specific dispositions – besides the above-described provisions on remote voting and participation through telecommunication means – are provided for listed joint-stock companies and companies having listed bonds, such as the possibility to appoint the so-called “designated representative” under art. 135-undecies of the Italian act concerning the provisions on financial intermediation (TUF).
Time scope of the new provisions
Para. 7 of art. 106 specifies that the new provisions under previous paragraphs apply to shareholders’ meetings called by 31 July 2020 or, if called later, those called within the term in which the state of emergency derived from the health threat due to the spread of COVID-19 will be in force in Italy. Subsequently, this “reduced” time scope could imply some important differences, in some cases, for those companies whose fiscal year does not match the solar year.