Remote shareholders’ meetings between the civil code and the “milleproroghe” decree: navigating the 2026 landscape

Maxim No. 216 of the Milan Notarial Council, approved on 25th November 2025, intervenes at a pivotal juncture: the definitive closure of the “emergency” regime and the return to codified physiology in the area of shareholders’ meetings of corporations.

As of 1st January 2026, the derogations introduced by Article 106 of Decree Law No. 18 of 17th March 2020 – repeatedly extended up to the latest prolongation under Article 3, paragraph 14-sexies, of Decree Law No. 202 of 27th December 2024 – cease to apply.

The Maxim offers a systematic survey of the applicable legal framework in the new context, recalls the relevant Civil Code provisions, and consolidates interpretative stances previously expressed by the same Council. It clarifies:

• the prerequisites for shareholders’ remote participation;
• the rules applicable to totalitarian meetings held in telematic form;
• the admissibility of convening without a physical venue;
• the role of the minute taker where the notice designates a physical location.

The document concludes with a clause dedicated to companies with shares traded on regulated markets and/or on multilateral trading facilities, for which specific sector rules remain in force.

The overall approach emphasizes continuity with the ordinary regime, reasserting the role of statutory autonomy and the centrality of the convening body’s diligence, in compliance with the principles of good faith and equal treatment of shareholders.

Remote attendance: typicity in S.p.A., physiology in S.r.l.

The role of the totalitarian meeting

The first interpretative axis is rooted in Article 2370(4) of the Civil Code which – once the emergency derogations lapse – again requires, for joint-stock company (Società per Azioni or S.p.A.), a specific by-laws clause to permit shareholders’ attendance at the meeting via telecommunications, including on an exclusive basis.

The Maxim reiterates that “attendance” must be understood as effective participation in discussion and voting. Consequently, in the absence of a by-laws clause, remote participation remains nevertheless available to directors and members of control bodies.

A different approach applies to limited liability company (Società a responsabilità limitata or S.r.l.), where telematic participation is not tied to a statutory typicity, but to a genuine organizational physiology. In line with the structural flexibility of this corporate form – and in continuity with Maxim No. 14 of 10th March 2004 – remote links are allowed even in the absence of a by-laws provision, unless expressly prohibited.

In both corporate models, the technical operational rules for telematic participation are entrusted to the meeting notice, which may define the conditions, limits, and modalities of connection.

Within this framework lies the totalitarian meeting under Articles 2366(4) and 2479 bis(5) of the Civil Code, which allows the meeting to be held entirely remotely even absent by-laws clauses. The legitimacy stems from the participants’ implied consent to the chosen format, inferred from their very participation; that consent neutralizes, for S.p.A., the formal constraint of Article 2370(4) and, for S.r.l., confirms their natural organizational adaptability, without prejudice to information and participation safeguards.

Convocation, minute taking, and the “place” of the meeting

Between evolutionary interpretation and duties of diligence

The second interpretative axis addresses the relationship between the place of convocation and remote participation.

Where the meeting notice designates a physical venue, the Maxim clarifies that procedural regularity is ensured by the in loco presence of the minute taker – secretary or notary public – while the Chairmain and other attendees may lawfully connect remotely, without affecting the proper conduct of business.

The centrality of the minute taker derives from the function of the minutes, which are tasked with documenting the events occurring at the place of assembly, and is consistent with established practice, including where the minutes take the form of a notarial deed. From this perspective, by-laws clauses requiring the physical co-presence of the Chairmain and the secretary do not preclude the holding of the meeting with remote connections, nor do they bar deferred signing of the minutes, a solution already endorsed by Maxim No. 45 of 19th November 2004.

As regards convening without indication of a physical venue, the Maxim – in continuity with Maxim No. 200 of 23 November 2021 – adopts an evolutionary reading of Article 2366 of the Civil Code: the obligation to indicate the “place of the assembly” may be deemed satisfied by specifying the virtual place, identified by the telematic platform used.

It follows that both by-laws clauses expressly excluding a physical venue and notices of meeting identifying solely the virtual venue are legitimate. For S.p.A., however, the by-laws must in any event permit remote attendance pursuant to Article 2370(4) of the Civil Code.

The convening body’s discretion must be exercised diligently, ensuring the effectiveness of shareholders’ rights, respect for good faith, and equal treatment. A distinct regime continues to apply to companies with shares traded on regulated markets and/or multilateral trading facilities, for which sector specific rules remain operative.

Postponement to 30th September 2026 under Article 3(11) of the 2025 “Milleproroghe” Decree Law

Without prejudice to the fact that the special regime under Article 106 of Decree Law No. 18 of 17th  March 2020 ceased on 31st December 2025 by virtue of Article 3, paragraph 14-sexies, of Decree Law No. 202 of 27th December 2024, it should be noted that Article 3(11) of the so called “Milleproroghe” decree, approved on 11th December 2025, has postponed to 30th September 2026 the deadline provided under Article 106(7).

This entails an extension of the temporal window for applying the “simplified” modalities introduced by the emergency legislation:

• electronic voting or voting by correspondence;
• participation via telecommunications capable of ensuring identification and effective involvement;
• holding the meeting entirely remotely, without necessary physical co-presence of the Chairmain, secretary, or notary public.

In S.r.l., consultation in writing and written consent likewise remain practicable irrespective of by-laws provisions. For issuers with shares traded on regulated markets and/or multilateral trading facilities, the right to impose participation exclusively through the designated representative remains in effect.

Throughout the entire period of the postponement, the convening body’s determinations must be taken with particular diligence, in observance of the principles of good faith and equal treatment of shareholders, and accompanied by clear, precise regulation of the technical conditions for access and exercise of corporate rights.