Legislative Decree 47/2026: new governance rules for Italian joint-stock companies and stronger information flows
April 29, 2026
From 29 April 2026, Legislative Decree No. 47/2026 introduced a broad reform of the governance of Italian joint-stock companies (Società per azioni – S.p.A.). It gives greater autonomy to the three administration and control systems, reorganises delegation and board information flows, clarifies the role of non-executive directors and strengthens oversight of internal controls and risk management.
What changes across the three governance systems?
For Italian joint-stock companies (Società per azioni – S.p.A.), one of the main structural changes is the greater autonomy of the three administration and control systems: the system with a Board of Statutory Auditors, the two-tier system with a Supervisory Board, and the one-tier system with a Management Control Committee. The traditional system is no longer the legislative model from which the rules for the other two systems are derived by reference.
What changes for directors?
The reform also changes the framework of directors’ responsibilities. Management and organisation of the business, including the establishment of adequate organisational, administrative and accounting arrangements, are expressly assigned to the directors. The rules on delegated powers and board information are also reorganised.
How do delegated powers and information flows change?
New Article 2381-ter of the Italian Civil Code strengthens internal information flows and the duty of directors to act on an informed basis. For non-executive directors, the law clarifies the scope of reasonable reliance on information received in accordance with the law and the articles of association. Decisions on access to restructuring, crisis and insolvency tools may not be delegated.
How does the role of the control body change?
On the control side, the Decree introduces a more uniform framework for the control body and strengthens oversight of the internal control system, risk management and the coordination of the relevant control functions.
What should the business do?
- review articles of association and board regulations in light of the new governance architecture;
- verify the scope and limits of powers delegated to directors;
- formalise periodic information flows to the Board of Directors and the control body;
- coordinate adequate organisational arrangements, internal controls, risk management and early-warning procedures for financial distress.
What are the main legal and administrative references?
Legal references: Legislative Decree No. 47 of 27 March 2026, in particular Article 9; Italian Civil Code Articles 2380, 2380-bis, 2381, 2381-bis, 2381-ter and the new provisions governing control bodies.
