Group of companies

groupofcoAccording to article 2359 of the Italian Civil Code a company is considered to be ‘controlled’ – directly or indirectly – if:

 Another company holds the majority of votes at the ordinary meeting of the shareholders

 Another company has sufficient votes to exercise a dominant influence at the ordinary meeting of the shareholders

 It is under the dominant influence of another company by virtue of contracts.

A company is considered to be an ‘associated’ company if another company exercises a considerable (but not dominant) influence, by holding one-fifth of the votes at the ordinary meeting of the shareholders or, if the company is listed, one-tenth of those votes.

These circumstances do not imply the existence of a ‘group of companies’, but only that a company is subject to the direction and coordination of another one, as defined by articles 2497 et seq of the Italian Civil Code. Furthermore, this regulation is applicable to companies that direct or coordinate another one by virtue of a contract or specific clauses in their articles of association.

All companies that direct and coordinate others must file this information at the Trade Register. Those that are directed and coordinated must declare their status in their corporate deeds and letterhead. Both must respect special accounting requirements, evidencing their financial relationships, ownership structure, and the   effects of the direction and coordination.