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[null,"Prepared By:","Contributors:"]
[null,"Chiomenti"]
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["Social Enterprise Law Surveys"]
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["Report Generated: 11/19/2025"]
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["View your report results on next tab"]

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["Question","Italy"]
["I. Enterprise Form"]
["What jurisdiction(s) do you practice in?","Italy\n"]
["What are the most commonly used types of for-profit corporate organizational forms in your jurisdiction (e.g., corporation, limited liability company, benefit corporation, social purpose corporation, etc.) used by Enterprises operating a trade or business (rather than for investment or holding company purposes)? Please briefly describe these forms. a. Of these, which are the most common for-profit organizational forms used by Enterprises seeking financing from investors and that will have multiple owners? b. Other than organizational forms specifically designed for Social Enterprises (and discussed below under Question 4), which, if any, are the most common for-profit organizational forms used by Social Enterprises?"," \n\t Limited Companies : The most common type of for-profit corporate organizational form used in Italy is the so-called limited company (società di capitali) (the “ Limited Companies ”). Among the Limited Companies, the most common types are (i) the joint stock companies (società per azioni) (the “ SPA ”) and (ii) the limited liability companies (società a responsabilità limitata) (the “ SRL ”), the latter representing, by far, the most used corporate form in Italy. Both SPAs and SRLs may be incorporated by one or more shareholders/quotaholders and require a minimum mandatory share capital to operate (represented by shares, as to SPA, and by quotas, as to SRL). Limited Companies are also characterized by the fact that the liability of the shareholders/quotaholders is limited to the contributions granted in favor of the company.\n\t \n\t\t Generally speaking, SPAs are the natural choice for complex and structured organizations which usually manage larger businesses with greater profit forecasts. Usually, SPAs are more open to the capital market than SRLs, having the possibility to list their shares in a stock exchange market; listed companies are subject to additional provisions aimed at protecting investors and minority shareholders. On the other side, SRLs offer a more flexible structure and are more suitable for smaller organizations and businesses (such as SMEs and start-ups) and for restricted and family-based ownership structures. Moreover, in SRLs, each quotaholder can actively participate in the management of the company.                                                                                                                                                       \n\t \n\t \n\t Partnerships : Other for-profit corporate organizational forms commonly used are the so-called partnerships (società di persone) (the “ Partnerships ”). Partnerships may be incorporated only by two or more partners. Their structure is less complex compared to the one characterizing Limited Companies since Partnerships are – and, as a consequence, also the relevant legal discipline is – focused on the individual partners rather than on the company’s capital (for instance, partners of a Partnerships have a full and unlimited liability for the company’s debts and liabilities, being responsible also with their own assets and not only within the respective company’s contributions).                                                                                                                                        \n\t Cooperatives : Lastly, also the cooperative organizational form is quite common (the “ Cooperatives ”). The most important difference between Cooperatives and Limited Companies and Partnerships is the different purpose that they usually pursue. Indeed, Cooperatives pursue a “mutualistic purpose” rather than a for-profit one, consisting in, inter alia, (i) offering employment to relevant members or (ii) providing members with goods or services, in both cases at better conditions than those applied by the open market. \n \n\n   \n\n a. The most common type of for-profit organizational form used by Enterprises seeking financing from investors and that will have multiple owners is the Limited Company and, in particular, the SPA. Indeed, as highlighted in the answer provided to question no. 2 of this Section I above, SRLs are more suitable for restricted and family-based ownership structures, while SPAs are permitted to list their shares in a stock exchange market and, in doing so, further expand their ownership structure and ability to raise financing. \n\n b. As better detailed in the answer provided to question no. 4 of this Section I below, in Italy there is no for-profit organizational form specifically designed for Social Enterprises. Rather, traditional for-profit organizational forms, which are willing to pursue also social and benefit purposes, may decide - meeting certain requirements - to be qualified as Benefit Company (as defined below). Moreover, such traditional for-profit organizational forms may also decide to exclusively pursue social and benefit purposes (thus, without having a for-profit purpose) and be qualified as “social enterprise” (so called “impresa sociale”). Please appreciate that – according to the publicly available list of Benefit Companies operating in Italy – the most common organizational form used by Benefit Companies is the SRL, while the most common organizational forms used by “social enterprises” are typically Non-profit organizations, such as associations and foundations. \n"]
["Do any of your jurisdiction’s traditional organizational forms require or permit the board or managers to consider, balance or prioritize interests other than shareholder value in decision making? What other interests, if any, are they required to or allowed to consider (e.g., interests of employees, customers, the environment, etc.)?","Traditional organizational forms, such as SPAs and SRLs, do not legally require directors and/or managers to consider, balance or prioritize interests other than company’s and shareholders’ interests.\nHowever, in the last twenty years, along with a general world-wide and European trend, among Italian Enterprises – initially large one and, in more recent years, also small and medium Enterprises – spread out a culture oriented to corporate social responsibility (the “\nCSR”). In particular, on a voluntary basis, companies and their directors and managers may adopt governance models and strategic investments to carry out their business in an ethical, socially responsible and sustainable way, oriented to customer satisfaction, job and environmental protection, energy saving and promotion of the territories and local communities, taking into account also interests of the company’s stakeholders.\nPursuing a sustainable business model (a “sustainable success”) may imply certain advantages and benefits for the company in terms of market positioning, reputation and notoriety, as well as loyalty of the clients. To this end, Italian Enterprises may decide to make – always on a voluntary basis – certain specific and additional disclosures in order to represent to all the stakeholders a concise, clear and transparent picture of their social commitment and of the activities carried out during the fiscal year, also highlighting the impact of the actions taken and future objectives. The most common instruments adopted by Italian Enterprises to this end are: (i) the ethical code and code of conduct (codice etico e codice di condotta), (ii) the environmental report (bilancio ambientale), (iii) the social report (bilancio sociale) and also (iv) the so-called SA 8000 certification.\nIn addition, with specific regard to listed companies, the Italian Corporate Governance Code, lastly revised in January 2020, identifies “sustainable success” as the objective that guides the action of the management board and which is represented by the creation of long-term value for the benefit of the shareholders, taking into account the interests of other relevant stakeholders of the company. Companies that decide to voluntarily adhere to the Italian Corporate Governance Code – which are the vast majority of all Italian listed companies – shall apply its recommendations according to the comply or explain principle.\nTherefore, the management body should manage the company by pursuing its sustainable success and define the strategies of the company and its group in a manner consistent with this broad principle, by monitoring and supervising on relevant implementation. Furthermore, the Corporate Governance Code recommends that the management body should examine and approve the business plan of the company and the group to which it belongs taking into account the analysis of the issues connected with the generation of value in the long term, as well as define the nature and level of risks compatible with the strategic objectives of the company, which shall include all elements that may be relevant to the sustainable success of the company. Also the policy relating to the remuneration of the members of the management body and top management should enhance the pursuit of sustainable success by the company, with a significant variable component of remuneration linked to long-term performance objectives, including non-financial parameters, where relevant.\nStill on the subject of remuneration, at legislative level the Consolidated Financial Act, as recently amended by Italian Legislative Decree no. 49 of 10 May 2019 implementing Directive (EU) 2017/828 (“\nSRD 2”), amending the Shareholders’ Rights Directive (“\nSRD”) 2007/36/EC as regards the encouragement of long-term shareholder engagement, provides that the remuneration policy of directors and top management of listed companies must contribute to the company’s strategy, the pursuit of long-term interests and the sustainability of the company.\nFurther, it should also be noted that in 2001 Italy introduced a law (Legislative Decree 231/2001) governing the liability of companies depending on the commission of offences in their interest or to their benefit. The main instrument, provided by the same law, for a company to avoid, or also to reduce, its liability pursuant to Legislative Decree 231/2001 is the adoption and effective implementation of internal protocols and procedures, along with related controls, aimed at preventing the commission of offences in the business activities. The adoption of such measures – which is voluntary, yet usually highly recommended – requires a company to perform an assessment of the areas of risks of commission of offences and therefore to become conscious of the potential impacts of its activities – something that represents a common ground with CSR. The list of offences that may trigger corporate liability includes e.g. corruption, fraud, environment, health and safety, corporate, tax and others. The attention of a company is therefore projected to quite a wide number of issues that may have an impact both inside and outside the corporate entity.\nHowever, notwithstanding the above, in the absence of a specific provision, whether set forth by law, regulations or the by-laws of the concerned companies, directors and managers of a company shall primarily pursue shareholders’ interests, maximizing the company’s value without considering a proper balance with other stakeholders’ interests.\n"]
["Does your jurisdiction have organizational forms specifically designed for Social Enterprises? If so: a. What type(s) of organizational forms are they? b. How do they materially differ from the most closely analogous traditional organizational form? c. What are the main benefits for founders and funders of such organizational forms? d. Are there any restrictions on the use of these organizational forms (such as profit-caps, stakeholder involvement and impact reporting)? If there are, what are they? e. Are there any material differences in timing or costs for forming a Social Enterprise versus a traditional Enterprise? f. How prevalent and well known are Social Enterprise forms?"," As anticipated in answer provided to question no. 2(b) of this Section I above, in Italy there is not an organizational form specifically designed for Social Enterprises. \n\n Rather, private Enterprises meeting certain requirements, which are willing to pursue social and benefit purposes, may be qualified as (i) benefit companies according to Law no. 208/2015 (the “ Benefit Company ” or “ BC ”) or (ii) “ social enterprises ” (imprese sociali) according to Legislative Decree no. 112/2017, which entirely superseded the previous discipline set forth by Legislative Decree no. 155/2006 which formally introduced “social enterprises” in the Italian legal framework. \n\n Moreover, only Nonprofits – including those “social enterprises” which are not incorporated in the form of Limited Companies or Partnerships – may acquire the qualification of “third sector entity” (Ente del Terzo Settore) according to Legislative Decree no. 117/2017 should they pursue civic, solidarity and socially useful purposes by carrying out, without for-profit purposes, one or more of the activities of general interest listed in Article 5 of the above-mentioned Legislative Decree (e.g. health services, environmental safeguard, scientific research, humanitarian aid). It is worth noting that the qualification of BC may be acquired only by for-profit organizational forms and Cooperatives which are willing to complement the achievement of for-profit purposes with the pursuit of benefit purposes. \n\n On the other side, the qualification of “social enterprise” may be acquired by any private entity, which shall (save for limited exceptions) exclusively pursue benefit purposes. That said, please find below the answers to sub-questions from b. to f., divided between (i) Benefit Companies and (ii) “social enterprises”. \n\n (1) Benefit Companies: \n\n b. The main feature which differentiates BCs from the traditional organizational forms in which the same BCs are incorporated is the inclusion in their corporate purpose – and, therefore, in their by-laws – of the pursuit of “one or more benefit purposes in a responsible, sustainable and transparent way towards people, communities, territories and environment, cultural and social goods and activities, entities and associations and other interested individual or legal persons”. The consequence is that directors – and, in particular, those entrusted with the monitoring and supervision of the pursuit of benefit purposes – shall take their decisions, mandatorily balancing shareholders’ interests with the benefit purposes included in the BCs’ corporate purpose. Moreover, BCs are subject to additional reporting duties (with respect to traditional Enterprises) which ensure a high level of transparency to the management of the BC and the pursuit of the benefit purposes (please refer to answer provided to question no. 7 of this Section I below). Finally, BCs which do not pursue benefit purposes are subject to the rules set forth under the Italian Consumer Code, including sanctions applicable in case of misleading advertising; in this regard, the Italian Competition Authority is entrusted with supervisory functions (as better explained in the answer provided to question no. 4 of Section IV below). \n\n c. BCs do not benefit from specific tax or funding advantages nor administrative/corporate simplifications in the incorporation process or in the governance and accounting structure of the company. However, the greater transparency of the management and the mandatory inclusion within the company’s corporate purpose of the pursuit of benefit purposes by the management body may improve the capacity of the BC to attract investments and funds, as well as guide the managerial choices of the directors with a view to balance several interests other than the sole shareholders’ ones. \n\n d. As highlighted above, only Limited Companies, Partnerships and Cooperatives may obtain the qualification of BC; they are not subject to particular restrictions but are required to produce further documentation and information in favor of company’s stakeholders and in certain cases may reserve under the by-laws a percentage of their annual profits in favor of specific initiatives and projects. \n\n e. From a corporate and organizational standpoint, BCs do not fall under a specific legal form but are represented by Limited Companies, Partnerships and Cooperatives which decide to formally pursue also a social benefit: therefore, timing and costs for forming them are substantially the same experienced for the respective traditional corporate underlying forms. \n\n f. BCs have been adopted in Italy since 2016 and, currently, there are around 300 BCs registered in Italy. In this regard, please consider that the total number of for-profit entities currently existing in Italy is approximately equal to (i) 1,700,000, as to Limited Companies; (ii) 135,000, as to Cooperatives; (iii) 950,000, as to Partnerships (source: the Italian Financial Newspaper “Il Sole 24Ore”). \n\n (2) “Social enterprises” \n\n b. The main feature which differentiates Limited Companies and Partnerships qualified as “social enterprises” from traditional Limited Companies and Partnerships is the mandatory absence (save for limited exceptions) of for-profit purposes. As a consequence, there is a general prohibition to distribute profits and/or management surpluses to the shareholders/partners – with very limited derogations – and an obligation to allocate and use such profits in order to carry out and finance the corporate activities or to increase the assets and net worth of the company. Moreover, “social enterprises” are subject to specific reporting obligations and, as better detailed in answer provided to question no. 4 of Section IV below, to the supervision of the Ministry of Labor and Social Policies, the National Labor Inspectorate and certain associations identified and appointed by the same Ministry of Labor and Social Policies. Finally, “social enterprises” incorporated as Partnerships – differently from the traditional model thereof – shall mandatorily appoint one or more statutory auditors entrusted with internal control functions. \n\n c. The main benefits are of a fiscal nature (for more information, please refer to the answers provided to the questions under Section III below); moreover, “social enterprises” are entitled to make use of volunteers, provided that the number of volunteers is not higher than the number of employees employed. \n\n d. Yes, there are certain limitations upon Enterprises which are willing to obtain or maintain the qualification of “social enterprise”. In particular: \n\n \n\t “social” enterprises” shall (i) mandatorily carry out one of the business activities of general interest listed in article 2 of Legislative Decree no. 112/2017 for civic, solidarity and social benefit purposes and the revenues deriving from such activities shall be at least equal to 70% of the total revenues of the “social enterprise” or (ii) employee disadvantaged categories of people for the pursuing of civic, solidarity and social benefit purposes, provided that they shall represent at least 30% of the total number of employees; and \n\t Enterprises whose corporate deeds limit the supply of goods and/or services only to their relevant members and/or associates (such as pure Cooperatives) cannot be qualified as “social enterprises”. \n \n\n e. From a corporate and organizational standpoint, “social enterprises” are not different from the organizational form in which they are formally incorporated: therefore, timing and costs for incorporating them are substantially the same experienced for the respective traditional corporate underlying forms. \n\n f. “Social enterprises” have been available since 2006 and, currently, there are around 70,000 “social enterprises” in Italy. \n"]
["Are Social Enterprises permitted to be formed and operated as Nonprofits? If so: a. Are Nonprofits that are Social Enterprises treated differently under the law as compared to Nonprofits that are not Social Enterprises, whether from a corporate, tax or other perspective? b. Are there any material benefits of, and/or restrictions on, using a Nonprofit form for Social Enterprises that does not apply to Nonprofits that are not Social Enterprises? c. Is there any type of “hybrid” Nonprofit form that requires less reporting and/or allows for faster formation? If so, please describe the drawbacks of utilizing this form (i.e. fewer tax benefits). d. How prevalent is the use of Nonprofits for Social Enterprises?","Yes.\nAs anticipated in answer provided to question no. 4 of this Section I above, any Enterprise, including therefore Nonprofits – such as associations and foundations – may qualify as “social enterprise”. Except for (i) what highlighted in answer provided to question no. 4 of this Section I above mainly in terms of reporting duties and supervision from competent Authorities, (ii) the mandatory appointment of one or more statutory auditors entrusted with internal control functions and (iii) the fact that “social enterprises” shall mandatorily carry out business activities, Nonprofits which qualify as “social enterprises” do not really differ from Nonprofits which do not qualify as “social enterprises” from a corporate and organizational standpoint.\nMoreover, as anticipated above, Nonprofits – such as voluntary associations, associations of social promotion, philanthropic organizations, foundations, other associations and also “social enterprises” (with the exclusion of those incorporated as Limited Companies or Partnerships) – may acquire the qualification of “third sector entity” (Ente del Terzo Settore) and be enrolled in the single national register of the Third Sector. In particular, in order to obtain such qualification, they shall mandatorily pursue civic, solidarity and socially useful purposes by carrying out, without for-profit purposes, one or more of the activities of general interest listed in article 5 of Legislative Decree no. 117/2017. In the same way as “social enterprises”, also “third sector entities” may make use of volunteers (without any limitation) and are subject to reporting duties that are differentiated on the basis of the annual revenues of the entity (please refer to the answer provided to question no. 7 of this Section I below). Instead, unlike “social enterprises”, third sector entities cannot benefit from the exceptions to the distribution of profits and/or management surpluses to the shareholders/partners/members. Furthermore, it is worth noting that “third sector entities” incorporated in the form of associations and foundations, in order to obtain and maintain legal personality, shall have a minimum mandatory capital equal to EUR 15,000, as to associations, and EUR 30,000, as to foundations, represented by available and liquid sums.\nIn addition, associations – exceeding certain thresholds provided by law (e.g., in terms of average number of employees employed) – as well as foundations, qualified as “third sector entities”, shall mandatorily appoint an internal control body.\nFinally, please note that the main benefits available to Nonprofits qualified as “third entity sectors” are of a fiscal nature. For more information, please refer to the answers provided to the questions under Section III below.\nCurrently, it is very prevalent the use of Nonprofits for Social Enterprises; for example, the most common organizational forms of Social Enterprises remain the associative (and also the cooperative) entrepreneurial form.\n"]
["Does your jurisdiction allow for worker-owned Enterprises, such as cooperatives? If so, please describe any material benefits of, and/or restrictions on, using such forms.","Italian jurisdiction allows the incorporation of the so-called “worker cooperatives” – which are traditional Cooperatives characterized by the fact that their members are both shareholders and employees. The purpose of “worker cooperatives” is mutualistic, meaning that members of “worker cooperatives” provide their working activity in favor of the company at better conditions than those which they may find in the free market.\nDepending on the size of the company, Cooperatives may be structured as SPAs or SRLs. However, Cooperatives differ from SPAs and SRLs, inter alia, for the following reasons: (i) a minimum number of members is required, (ii) there are limits to the value of the participation held by each member in the company, (iii) each member has only one vote in the shareholders’ meeting, regardless of the actual participation held and (iv) Cooperatives are subject to the control of the Italian Ministry of the Economic Development.\nThe traditional issue for Cooperatives in raising capital has been addressed by the Italian legislator by (i) allowing the participation in the company of “financing shareholders”, introducing however rules aimed at avoiding that financing shareholders will take control over the company (e.g., voting rights granted to financing shareholders shall not exceed one third of all the voting rights taking into account the one-person-one vote principle), and (ii) allowing the issuance of financial instruments.\n"]
["Are there unique reporting requirements for Social Enterprises? If there are, please describe them. Please also discuss what government bodies Social Enterprises are required to report to.","If an Enterprise qualifies as BC or “social enterprise”, it will be subject to reporting requirements which are additional to those applied to traditional organizational forms, as better detailed below.\nBenefit CompaniesPursuant to Article 1, paragraph 382, of Law 208/2015, BC are required to prepare annual reports which shall be published on the website of the BC and attached to the annual financial statements (and, therefore, filed with the competent Companies’ Register and accessible to any interested third party). The report shall include (i) a description of the specific objectives, the modalities and actions taken by the directors for pursuing the common benefit purposes and the circumstances that hindered the BC in pursuing such common benefit purposes; (ii) an evaluation of the generated impact, prepared in accordance with the external evaluation standard developed by an independent third entity and (iii) the new objectives that the BC intends to pursue and develop in the next financial year.\n“Social enterprise”Pursuant to Article 9 of Legislative Decree no. 112/2017, “social enterprises” shall draw up and file with the competent Companies’ Register the financial statements prepared in accordance with the provisions of the Italian Civil Code, but such Enterprises shall also file with the competent Companies’ Register and publish on their website a social report (bilancio sociale) drafted in accordance with the guidelines adopted by decree of the Minister of Labor and Social Policies and taking into account, among other elements, the nature of the activity carried out and the size of the Enterprise, also for the purpose of assessing the social impact of the activities carried out.\nThird Sector EntityThird sector entities with revenues higher than EUR 1 million shall file with the single national register of the Third Sector and publish on their website the social report (bilancio sociale) drafted in accordance with the guidelines adopted by decree of the Minister of Labour and Social Policy and taking into account, among other elements, the nature of the activity carried out and the size of the Enterprise, also for the purpose of assessing the social impact of the activities carried out.\nThird sector entities with revenues higher than EUR 100,000 per year shall annually publish and keep updated on their own website any fees, remuneration or payments for any reason attributed to the members of the administrative and control bodies, to managers as well as to their members.\n"]
["In your jurisdiction, has case law and jurisprudence evolved to address Social Enterprises? If there is meaningful jurisprudence around Social Enterprises, please provide some brief examples.","Since many of the Social Enterprises represent new entities in the Italian legal framework, there is not much case law in connection thereof. Many questions – such as (i) what constitutes a public benefit and (ii) what Legislative Decree 3 July 2017, no. 112, exactly means with “civic, solidarity and social benefit purposes” – still represent an open issue.\n"]
["Does your jurisdiction have any ESG requirements for Enterprises generally? If it does, please describe.","Italian Legislative Decree no. 254 of 30 December 2016 has implemented Directive 2014/95/EU of the European Parliament and of the Council of 22 October 2014, amending Directive 2013/34/EU as regards disclosure of non-financial and diversity information by certain large undertakings and groups, including listed companies, banks, insurance and reinsurance companies.\nSuch Italian Legislative Decree requires large undertakings which are public-interest entities employing an average number of 500 employees during the relevant financial year to include in the management report a non-financial statement containing information to the extent necessary for an understanding of the undertaking’s development, performance, position and impact of its activity, relating to, as a minimum, environmental, social and employee matters, respect for human rights, anti-corruption and bribery matters, including: (i) a brief description of the undertaking’s business model; (ii) a description of the policies pursued by the undertaking in relation to those matters, including due diligence processes implemented, the outcome of those policies, and related non-financial key performance indicators; (iii) the main risks related to those matters linked to the undertaking’s activities, products, services or business relationships, including, where relevant, supply and subcontracting chains.\nIn particular, if undertakings are required to prepare a non-financial statement, such statement should contain, as regards environmental matters, details of the current and foreseeable impacts of the undertaking’s operations on the environment, and, as appropriate, on health and safety, the use of renewable and/or non-renewable energy, greenhouse gas emissions, water use and air pollution.\nAs regards social and employee-related matters, the information provided in the statement may concern the actions taken to ensure gender equality, implementation of fundamental conventions of international and supranational organizations on such aspects and social dialogue.\nWith regard to human rights, anti-corruption and bribery, the non-financial statement could include information on the prevention of human rights abuses, as well as discriminatory behaviors and actions, and on instruments in place to fight corruption and bribery.\nThe rules provided for by such Directive should be integrated with the provisions of Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainabilityâ€related disclosures in the financial services sector. In particular, this Regulation, which shall apply from 10 March 2021, lays down harmonized rules for financial market participants and financial advisers on transparency with regard to the integration of sustainability risks and the consideration of adverse sustainability impacts in their processes and the provision of sustainabilityâ€related information with respect to financial products.\nIn the absence of harmonized EU rules on sustainabilityâ€related disclosures to end investors, it is likely that diverging measures will continue to be adopted at national level and different approaches in different financial services sectors might persist. Therefore, the abovementioned Regulation aims, among other things, to reduce information asymmetries in principalâ€agent relationships with regard to the integration of sustainability risks, the consideration of adverse sustainability impacts, the promotion of environmental or social characteristics, and sustainable investment, by requiring financial market participants and financial advisers to make preâ€contractual and ongoing disclosures to end investors when they act as agents of those end investors.\nFinancial market participants and financial advisers should have the option to use information in management reports and nonâ€financial statements for the purposes of this Regulation in accordance with Directive 2013/34/EU, as amended by 2014/95/EU, where appropriate.\n"]
["Does your jurisdiction have any ESG requirements specifically for Social Enterprises? If it does, please describe.","As to the BCs, Limited Companies, Partnerships and Cooperatives shall include in their corporate purpose the provision that they intend to pursue, in addition to the purpose of distributing profits to their members, also one or more purposes of “common benefit” by operating in a responsible, sustainable and transparent manner towards persons, communities, territories and environment, cultural and social goods and activities, bodies and associations and other stakeholders.\nSuch “common benefit” is identified by the law as the pursuit by the BC, in carrying out its economic activity, of one or more positive effects, or the reduction of negative effects to the benefit of certain recipients, who are the subjects involved, directly or indirectly, by the activity of the companies, such as workers, customers, suppliers, lenders, creditors, public administration and civil society.\nAs to “social enterprises” and “third sector entities”, they shall carry out, on a stable and prevailing basis, an activity of general interest, without profit and for civic, solidarity and socially useful purposes, adopting responsible and transparent management methods and favoring the widest involvement of workers, users and other subjects interested in their activities.\nThe activities which shall be carried out by “social enterprises” and “third sector entities” are those related to social, health services, socio-health services, as well as education, instruction and professional development, interventions and services aimed at safeguarding the environment, interventions for the protection and enhancement of the cultural heritage and the landscape.\n"]
["Does your jurisdiction have any ESG requirements for investors? If it does, please describe.","Pursuant to Art. 124-quinquies of Consolidated Financial Act, as recently introduced Legislative Decree no. 49 of 10 May 2019 implementing SRD 2, institutional investors and asset managers are required to develop and publicly disclose an engagement policy that describes how they integrate shareholder engagement in their investment strategy.\nThe policy shall describe how they monitor investee companies on relevant matters, including strategy, financial and non-financial performance and risk, capital structure, social and environmental impact and corporate governance, conduct dialogues with investee companies, exercise voting rights and other rights attached to shares, cooperate with other shareholders, communicate with relevant stakeholders of the investee companies and manage actual and potential conflicts of interests in relation to their engagement.\nMoreover, institutional investors and asset managers shall, on an annual basis, publicly disclose how their engagement policy has been implemented, including a general description of voting behavior, an explanation of the most significant votes and the use of the services of proxy advisors.\n"]
["II. Funding"]
["Are any major investor classes (e.g., pension funds, mutual funds, etc.) required to look at ESG issues when making investment decisions in your jurisdiction? a. If they are, please describe the requirements. b. If they are not, are they permitted to consider such factors? c. What other relevant factors do investors tend to consider (aside from profit motive)."," Institutional investors, as well as asset managers, are subject to the provisions introduced by Italian Legislative Decree no. 49 of 10 May 2019 on engagement policy, as described in the answer provided to question no. 11 of Section I above. \n\n In this regard, there is a progressive change in the preferences of institutional investors (primarily sovereign wealth and pension funds) and of a large proportion of retail investors who are increasingly allocating their capital to sustainable investment strategies. \n\n The integration of ESG criteria into the investment process of institutional investors generally takes place according to the following methods: (i) assessment of target companies according to criteria that take into account ESG metrics as well as financial (ESG integration); (ii) exclusion of investments in companies active in specific sectors that are harmful to the environment or the community (so-called “negative screening”); (iii) implementation of thematic and impact investments in areas or activities linked to the development of sustainability and with a focus on ESG issues (“thematic investing”). \n\n In addition to the above, at the level of European Union legislation: \n\n \n\t on December 9, 2019, Regulation (EU) 2019/2088 was published – directly applicable in Italy – on sustainability disclosure in the financial services sector (so-called “SFDR – Sustainable Finance Disclosure Regulation”), which establishes harmonized transparency rules for financial market participants and financial advisors; \n\t on June 18, 2020, Regulation (EU) 2020/852 was published – directly applicable in Italy – on the establishment of a framework that promotes sustainable investments (establishing criteria for determining whether an economic activity can be considered eco-sustainable, in order to identify the degree of eco-sustainability of an investment) and amending Regulation (EU) 2019/2088. \n \n\n At the soft law level, on March 12, 2020, Consob drew the attention of Italian intermediaries providing investment services to the existing investor protection safeguards if they approach clients with an offer characterized by sustainability profiles. \n\n Finally, we confirm that in Italy it is permitted to look at ESG issues when making investment decisions. \n"]
["What kinds of philanthropic funding do Social Enterprises in your jurisdiction commonly receive (e.g., grants, charitable investment, traditional investment)?","Social Enterprises may receive grants, charitable investments and traditional investments.\nThe type of funding typically varies based on the type of Social Enterprise. Nonprofit Enterprises and, in particular, Nonprofit Enterprises having a cash flow based activity, receive more grants and charitable investments. Nonprofits have more success attracting philanthropic funding from private foundations and other Nonprofit Enterprises. For-profit Enterprises get more traditional investments.\n"]
["How prevalent, if at all, are new for-profit impact investments in your jurisdiction (e.g. traditional instruments with impact terms, new investment instruments, aggregation with philanthropic capital, community based funding, etc.)?","New for-profit impact investments are developing in Italy in recent years. However, as of today, the instruments that may have an influence on internal governance and organizational balances greater than the traditional investments (e.g. equity crowdfunding or social impact bond) are not yet very common on the Italian market.\n"]
["What are the types of government funding and support available to Social Enterprises, if any, available in your jurisdiction (e.g., grants, investments, bonds, and guarantees)? a. How difficult is it for Social Enterprises to obtain government funding? b. Is any government funding limited to Enterprises incorporated using Social Enterprise forms?","Over the years, thanks to the European Social Fund (ESF), a number of measures have been put in place to support Social Enterprises. Some were targeted specifically at supporting specific activities carried out by Social Enterprises, such as work integration.\nWith reference to for-profit Social Enterprises, the \"Guarantee Fund\" – managed by the Ministry of Economic Development and regulated by Law no. 662/96 – has been designed to support small and medium-sized Enterprises, including Social Enterprises. Through the granting of a public guarantee that complements real guarantees, the Guarantee Fund promotes access to finance for small and medium-sized Enterprises. In addition, there are regional support measures normally addressed to small and medium-sized Enterprise, mostly in the form of contributions accessible to all Enterprises, including Social Enterprises. The amount and modalities of intervention vary across the different Italian regions.\nWith reference to the “social enterprises” listed under article 1 of the Legislative Decree no. 112/2017 the Ministry of Economic Development provides for a measure to finance investment programs proposed by Enterprises operating in the social economy. The investment programs to be financed shall comply with specific requirements. This measure consists in granting a loan having a duration of up to 15 years at a discounted rate.\nIn order to obtain government funding and support, Social Enterprises shall comply with specific legal requirements and follow detailed procedures for applications for funding and support.\n"]
["Are there any companies that are formed as a Social Enterprise listed on your jurisdiction’s leading securities exchange(s)?","No, based on the list of BCs published at the following website, it appears that no benefit companies are listed on Italian securities exchanges (please refer to: \nhttps://www.societabenefit.net/elenco-delle-societa-benefit/).\n"]
["To what extent are publicly traded Enterprises required to disclose ESG related factors in annual reports/public filings in your jurisdiction."," Listed companies, since they are qualified as “public-interest entities” (“enti di interesse pubblico”) pursuant to Legislative Decree no. 254/2016, when employing an average number of 500 employees during the financial year, shall comply with the obligation to include in the management report a non-financial statement containing a description of the company’s business management and organization model, information regarding the main risks deriving from the company’s activities and its products and services, as well as policies implemented and the results achieved in relation to, as a minimum, environmental, social and employee matters, respect for human rights, anti-corruption and bribery matters, to the extent necessary for an understanding on the company’s activities, its performance, results and impacts. In particular, the non-financial statement may include information on the following aspects: \n\n \n\t as regards environmental matters : details of the current and foreseeable impacts of the undertaking’s operations on the environment, and, as appropriate, on health and safety, the use of renewable and/or non-renewable energy, greenhouse gas emissions, water use and air pollution; \n\t as regards social and employee-related matters : actions taken to ensure gender equality, implementation of fundamental conventions of international and supranational organizations on such aspects and social dialogue; and \n\t as regard to human rights, anti-corruption and bribery : prevention of human rights abuses, as well as discriminatory behaviors and actions, and on instruments in place to fight corruption and bribery. \n \n"]
["How prevalent, if at all, are impact bonds in your jurisdiction?","The Italian market for social impact bonds has expanded over the last few years since both public and private investors are increasingly taking notice of investment opportunities that provide a positive impact for society. Few banks have also structured social impact bonds to be offered on the domestic market to retails investors.\nAlthough social impact bonds are gradually increasing their appeal among investors’ preferences, it is to be noted however that, at this stage, social impact bonds’ market is still far from being considered as prevalent in Italy, especially if compared with other innovative financial instruments such as green bonds, which seem characterized, on the contrary, by a much faster trend of growth in the context of the Italian financial markets.\n"]
["In your jurisdiction, are there any restrictions on foreign investments or donations that are unique to Social Enterprises (whether incorporated as for profit entities or as Nonprofits)?","There are no restrictions on foreign investments or donations.\n"]
["Is “crowdfunding” legal in your jurisdiction? Are there rules under applicable securities laws that make it easier for smaller businesses or Social Enterprises to take money from investors that are not sophisticated/accredited/qualified under applicable statutes?","Yes, crowdfunding is legal in Italy. Equity crowdfunding was introduced into the Italian legal system by Decree-Law no. 179/2012, with the declared aim of encouraging the birth and development of innovative start-up companies. Article 30 of the mentioned Decree, in delegating to CONSOB the task of adopting the relevant implementing provisions, amended the Italian Consolidated Financial Act (CFA), inserting the definitions of “portals for the raising of capital for start-ups” and “innovative start-up”.\nIn implementing Article 30 of the Decree, in June 2013, CONSOB issued Regulation no. 18592 on the raising of risk capital by innovative start-ups through online portals.\nTwo years after the start of operations by operators of online portals, the rules on equity crowdfunding were first innovated by Decree-Law no. 3/2015 (so-called “Investment Compact”), which extended to innovative SMEs, UCIs and other companies that invest primarily in innovative start-ups and innovative SMEs the possibility of making venture capital offers through online portals, and then by Law no. 232/2016, which extended the crowdfunding discipline contained in the CFA to all SMEs as defined by European legislation. Decree-Law no. 50/2017 also extended the exemptions to company law already provided for start-ups and innovative SMEs to all SMEs established in the form of SRLs, including the possibility of offering company shares to the public also through capital raising portals.\nLastly, on the discipline of equity crowdfunding, Legislative Decree no. 129/2017, implementing the MiFID2 Directive, intervened, which introduced further amendments to the provisions of the CFA regarding the raising of risk capital through online portals.\nConsequently, with resolution no. 20204 of 5 December 2017, CONSOB adapted the Regulation on equity crowdfunding to the innovations introduced by Law 232/2016 and Legislative Decree 129/2017 implementing MiFID2.\nItaly lacks an organic discipline on lending crowdfunding. The first market operators were initially authorized by the Bank of Italy as financial intermediaries under Article 106 of the Italian Consolidated Banking Act (CBA) and provided financing exclusively to individuals.\nSubsequently, following the issue of Legislative Decree no. 11/2010, which implemented in national law Directive 2007/64/EC on payment services in the internal market (Payment Services Directive, PSD), lending crowdfunding platforms were qualified as payment institutions and therefore authorized by the Bank of Italy pursuant to Article 114-novies of the CBA. As a result, platforms are required to comply with the supervisory regulations issued by the Bank of Italy regarding minimum capital, ownership structure, capital participation, requirements of corporate officers, regulatory capital, organizational structure and internal controls.\nIn November 2016, the Bank of Italy also issued a Regulation containing provisions for the collection of savings by parties other than banks, providing guidance and clarifications to operators on the limits within which the social lending activity can be carried out in compliance with the rules on the reserve of savings collection activities among the public.\nFinally, at the level of European Union legislation, on October 20, 2020, Regulation (EU) 2020/1503 on European Crowdfunding Service Providers for Businesses (Regulation on European Crowdfunding Service Providers, hereinafter “ECSP Regulation”) was published in the Official Journal of the European Union.\nThe ECSP Regulation establishes a harmonized regime for all Member States, thanks to which start-ups and SMEs will be able to approach investors, including from other EU countries, through portals authorized across borders, and raise up to €5 million per year, in the form of venture capital, loans, debt securities or bonds.\n"]
["III. Tax"]
["Are there any tax exemptions that are uniquely available for Social Enterprises? a. Please describe any tax exemptions that are available and whether they are partial or full. b. Are they dependent on the Social Enterprise utilized using a specific organizational form (e.g., for profit vs. Nonprofit form)? c. Please describe any other key requirements of the available tax exemptions (e.g., restrictions on sources or uses of funds, restrictions on commercial activities, etc.)."," The Italian tax system provides certain tax exemptions which specifically apply to Social Enterprises, as follows. \n\n “Social enterprises” \n\n \n\t Under certain conditions, the following items are excluded from the taxable income of “social enterprises” according to Legislative Decree no. 112/2017: (i) the amounts representing the contribution for the inspection activities of the Minister of Labor and Social Policies; (ii) the profits set aside to tax-deferred reserves for the statutory activity; and (iii) capital increases deriving from the application of the relevant corporate income tax provisions. \n\t Please note that the effectiveness of the said tax provisions is subject to the authorization of the European Commission, which shall verify their compliance with the State aid rules. \n\t Please also note that, as already stated in Section I. “Enterprise Form” above, “social enterprises” according to Legislative Decree no. 112/2017 shall not have a for-profit purpose. Therefore, from a tax perspective, the tax exemptions mentioned above, being specifically provided for such “social enterprises”, are dependent on the Nonprofit form. \n\t There are no additional tax requirements. \n \n\n “Third Sector Entities” \n\n \n\t Legislative Decree no. 117/2017 provides a specific tax regime for “third sector entities”, different from “social enterprises” according to Legislative Decree no. 112/2017. The main tax benefits under Legislative Decree no. 117/2017 are summarized below. \n\t Under certain conditions, “third sector entities” may opt for a derogatory flat-rate scheme to calculate the relevant income. Moreover, the following items are excluded from the taxable income: (i) public funds and contributions (e.g., goods of modest value received in connection with celebrations); and (ii) contributions granted by public administrations for carrying out non-commercial activities. Under certain conditions, “third sector entities” may benefit from a tax credit equal to: (i) 65% of the cash donations made by individuals and; (ii) 50% of the cash donations made by legal entities. “Third sector entities” may benefit from certain VAT exemptions in relation to the supply of social-health services. Moreover, advertising services provided (free of charge) to “third sector entities” are not subject to VAT. Under certain conditions, buildings owned by “third sector entities” and exclusively used by the latter for their non-commercial activities (e.g., social, health, scientific, educational, cultural and sport activities) are not subject to the municipal property tax. \n\t Please note that the effectiveness of the said tax provisions is subject to the authorization of the European Commission, which shall verify their compliance with the State aid rules. \n \n\n Benefit Companies \n\n \n\t Under certain conditions, Benefit Companies, incorporated or transformed from 19 July 2020 to 31 December 2020, may benefit from a tax credit equal to 50% of the expenses incurred for the company’s incorporation or transformation, up to a maximum of Euro 7 million. The said tax credit shall be used as compensation through the F24 model from 1 January 2021. \n\t Please note that this favorable tax measure has been introduced in the Italian legal system only few months ago (see Article 38-ter of Legislative Decree 34/2020 whose conversion law was definitively approved on 16 July 2020) and, before, there were no specific tax incentives for BCs. \n \n"]
["Are individuals or other organizations able to provide tax deductible donations to for-profit Social Enterprises? If they are, please describe any restrictions applicable to tax deductible donations?","No.\nIn this respect, please note that, under certain conditions, taxpayers investing in “social enterprises” according to Legislative Decree no. 112/2017 and maintaining the investment for at least five years may benefit from certain tax incentives. In particular, under certain conditions, investors liable to corporate income tax and investors liable to personal income tax may deduct from their taxable income 30% of the invested amount, respectively up to Euro 540 thousand and to Euro 300 thousand for each year.\nMoreover, Legislative Decree no. 112/2017 provides certain tax benefits relating to donations in favor of “third sector entities”. In particular: (i) 30% of the expenses incurred by individuals for donations (in cash and in kind) made to “third sector entities” are deductible from their gross income tax; (ii) 35% of the expenses incurred by individuals for donations (in cash and in kind) made to voluntary organizations are deductible from their gross income tax; and (iii) 10% of the expenses incurred by individuals or companies for donations (in cash and in kind) made to “third sector entities” are deductible from their taxable income. The said provisions relating to tax deductible donations apply to the extent that the relevant “third sector entity” states its non-commercial nature upon the registration in the single national register of the Third Sector.\n"]
["Are there any other tax benefits uniquely available for Social Enterprises? (e.g. deferrals, favorable tax rates, business deductions, etc.)","“Social enterprises” according to Legislative Decree no. 112/2017 are not subject to: (i) the so called “dormant companies” and “loss making companies” regimes; and (ii) the tax rules relating to the “synthetic indexes of fiscal reliability”.\n"]
["Does your jurisdiction provide for reciprocal recognition of tax-exempt status that has been granted under the law of any other jurisdictions?","No.\n"]
["IV. Governmental Infrastructure"]
["Does your jurisdiction have Regulatory Sandboxes or similar policy frameworks for Social Enterprises? If it does, please describe.","No.\n"]
["What government operational support, resources, training or services, are available for small businesses or Social Enterprises?"," For Governmental funding made available to Social Enterprises, please refer to the answer provided to question number 4 of Section II above. \n\n Please note that Social Enterprises are also beneficiaries of tax advantages as more specifically outlined in the answers provided under Section III above. \n\n In addition, with specific reference to “third sector entities” it is worth pointing out that: \n\n \n\t the State, the Regions and the Autonomous Provinces are required by law to promote appropriate initiatives to facilitate access of “third sector entities” to funding from the European Social Fund and other European funds which support projects aimed at achieving “third sector entities” institutional objectives; \n\t the State, the Regions, Autonomous Provinces and local authorities may provide for the use, free of charge, of movable and real estate assets for events and temporary initiatives of “third sector entities”, in compliance with the principles of transparency, pluralism and equality; \n\t the headquarters of “third sector entities” and the buildings in which their institutional activities are carried out, provided that such activities are not of a productive nature, are compatible with all the homogeneous uses provided for by the relevant regulations, regardless of the town planning destination; \n\t the State, the Regions, Autonomous Provinces and local authorities may loan movable and real estate assets belonging to them, which are not used for institutional purposes, to “third sector entities”, with the exception of “social enterprises” according to Legislative Decree no. 112/2017, in order for them to carry out their institutional activities; \n\t the real estate cultural assets owned by the State, the Regions, local authorities and other public bodies, for the use of which no fee is currently paid and which require restoration works, may be granted in concession to “third sector entities” carrying out specific activities, on payment of a concessionary fee, to be determined by the authorities concerned, for the purpose of redevelopment and reconversion of the same assets by means of recovery, restoration and restructuring at the expense of the concessionaire; and, lastly \n\t articles from 72 to 76 of Legislative Decree no. 117 of 2017 provide for a number of financial support measures, to be borne by the State, in favor of “third sector entities”. \n \n"]
["Are there different compliance requirements for different types of Social Enterprises than for traditional Enterprises? Please provide examples if there are.","Social Enterprises, in order to be qualified and treated as such, having regard to their different qualifications, have to meet specific requirements, provided for in applicable laws and regulations, as more precisely outlined in answers provided to questions no. 4 and ff. of Section I above.\nAs to the authorities which exercise supervising activities over Social Enterprises, as far as compliance with the aforementioned laws and regulations is concerned, please refer to the answer provided to question no. 4 below of this Section IV.\n"]
["Is there a dedicated government agency or department that oversees Social Enterprises? If there is, please describe its mandate and effectiveness."," There is not a single governmental authority that is specifically dedicated to the supervision of all Social Enterprises. Anyhow, Social Enterprises are indeed subject to certain forms of control by public authorities. In particular: \n\n \n\t Benefit Companies, according to art. 1, par. 384, of Law no. 208 of 2005, in case of failure to pursue the common-benefit purposes as outlined in their by-laws, are subject to the provisions of legislative decree no. 145 of 2 August 2007 on misleading advertising and to the provisions of the consumer code, as per legislative decree no. 206 of 6 September 2005. The Italian Competition and Market Authority (“Autorità Garante della Concorrenza e del Mercato”, AGCM) carries out the relevant overseeing tasks and can impose sanctions in case of failure to comply with the aforementioned regulations;  \n\t according to art. 15 of Legislative Decree no. 112 of 2017, “social enterprises” are subject to the supervision by the Ministry of Labor and Social Policies, in order to assess compliance of such “social enterprises” with the provisions of Legislative Decree no. 112 of 2017 itself. Such oversight is carried out by the Ministry through the National Labor Inspectorate. For the purpose of carrying out inspections on “social enterprises”, the Ministry of Labor and Social Policies may make use of specific recognized organizations which represent and associate supervised entities. In case of irregularities that cannot be remedied or, in any case, are not remedied, the supervising Ministry rules on the loss of the status of “social enterprise”. This measure also provides that the residual assets of the “social enterprise” (after deducting, in the case of “social enterprises” established in the forms referred to in book V of the Civil Code, the capital actually paid by the quota-holders, possibly revalued or increased, and the dividends approved and not distributed), shall be devolved to specific funds for the promotion and development of “social enterprises”; \n\t as far as control over “Third sector entities” is concerned, the relevant provisions are contained in artt. 90 and ff. of Legislative Decree no. 117 of 2017. In particular, “Third sector entities” are subject to the oversight and control of the competent Offices of the Single National Register of the Third Sector (“Ufficio del Registro unico nazionale del Terzo Settore”), which operate under the supervision of the Ministry of Labor and Social Policies. Such Ministry, in the exercise of its overseeing powers, might also proceed to inspections through the National Labor Inspectorate. The control activities carried out are aimed at ensuring compliance by “Third sector entities” with the relevant laws and regulations and, in particular, with the provisions of Legislative Decree no. 117 of 2017; \n\t public administrations and territorial bodies which grant financial resources or grant the use of real estate or instrumental goods of any kind to the “third sector entities” for the pursuit of their statutory activities of general interest, shall provide for the administrative and accounting controls necessary to verify the correct use thereof by the beneficiaries; \n\t overseeing activities can be also carried out by specific organizations which represent and associate supervised entities, in force of a specific authorization granted by the Ministry of Labor and Social Policies. \n \n\n “Third sector entities” are also subject to control by the competent tax authorities in order to verify that the conditions for benefiting from the tax reliefs related to the enrollment in the national register of third sector entities are met. \n"]
["Is there a different bankruptcy system available for Social Enterprises?","Given that, as better explained in answers provided to questions no. 2(b) and 4 under Section I above, in Italy there is not an organizational form specifically designed for Social Enterprises, from a general perspective, the statutory framework for insolvency related procedures is set out in Italian Royal Decree No. 267 of 16 March 1942 (the “Bankruptcy Law”), as amended from time to time, and as supplemented by specific legislation introducing other specific procedures.\nIncidentally, it is worth noting that Italian Bankruptcy Law, as well as the entire Italian legal framework governing insolvency and restructuring proceedings, is currently subject to a deep reforming process, aimed at the creation of an “Italian bankruptcy code”. More in detail, on January 12, 2019, the Council of Ministers approved Legislative Decree No. 14 (the “New Corporate Crisis and Insolvency Code”). The New Corporate Crisis and Insolvency Code will apply from September 2021, except for certain provisions of corporate law which started to apply from 14 March 2019.\nTo date, the main insolvency proceedings (procedure di insolvenza) conducted under Italian law may take the form of, inter alia, (i) a bankruptcy proceeding (fallimento), which is an in-Court proceedings aiming at the liquidation of the entire estate of the insolvent debtor which involve all its creditors, who will be paid out of the proceeds of the bankruptcy liquidation made under the surveillance of Court, according to the principle of the “par condicio creditorum”; (ii) a composition agreement with creditors under Article 160 and ff. of the Bankruptcy Law (concordato preventivo), which is a workout agreement with the creditors proposed by the company and subject to the supervision of the Court for its enforcement, to be proposed prior to the bankruptcy declaration, (iii) a debts restructuring agreement under Article 182-bis of the Bankruptcy Law (accordo di ristrutturazione dei debiti), which is an agreement with their creditors who represent at least 60 per cent of all claims submitted to the Court only for approval.\nSuch proceedings are only applicable to businesses either run by companies, partnerships or by individuals which carry out a commercial activity. Therefore, all the for-profit organizational forms, even if pursuing also social and benefit purposes (including the Benefit Companies, being for-profit companies, as described above), are subject to the provisions set forth in the Bankruptcy Law. Likewise, a Cooperative even pursuing a “mutualistic purpose” or a Nonprofit company which, in concrete, carries out a commercial activity, is deemed to be subject to the Bankruptcy Law.\nBesides, Law No. 3 of 27 January 2012 provides that individual (consumers) and other entities which cannot be subject to the above mentioned insolvency proceedings may benefit from a special proceeding for the restructuring of their debts. According to the provision of law No. 3 of 27 January 2012, a debtor in a state of over indebtedness (stato di sovraindebitamento) is (i) entitled to submit to his creditors, with the assistance of a competent body (“Occ-Organismi per la Composizione della Crisi”), a debt restructuring proposal which must ensure the full payment of the creditors whose claims towards the relevant debtor are not subject to be “attached” (“pignorati”) or (ii) may request the voluntary winding up of all their assets.\nThe Bankruptcy Law also provides for the forced administrative liquidation (liquidazione coatta amministrativa) (artt. 194 ff. l. fall.), which can only concern certain companies (including non-commercial companies and cooperatives not engaged in commercial activities), generally subject to a supervision body, and applies in case of insolvency, as well as, under certain circumstances of general public interest as set out in specific legislation. “Social enterprises” according to Legislative Decree no. 112/2017 are subject to such procedure. In this case, the procedure is started by a decree of the competent minister (in our case, the Ministry of Labor and Social Policies) that states the reasons for commencement of the forced administrative liquidation and the public interest involved. The decree also appoints one or more liquidation commissioners (commissari liquidatori) that can be authorized to carry on all activities of the company. Liquidation is performed in accordance with instructions given by the competent supervisory body. The forced administrative liquidation has similar effects on the creditors to bankruptcy proceedings, including: (i) a prohibition to commence or continue enforcement or safeguarding procedures in respect of the company’s assets; (ii) the right to set-off claims of the creditor against sums it owes to the debtor, as long as both claims pre-date the commencement of the forced administrative liquidation; (iii) effects on on-going contracts; (iv) the need to have claims verified and admitted; and (v) the distribution of assets in accordance with the Bankruptcy Law.\n"]
["VI. Miscellaneous"]
["What are the average time and filing fees to form an Enterprise in your jurisdiction?","The concrete timing for incorporating an Italian Enterprise before a Notary Public depends on several circumstances (such as, nationality and number of the incorporating shareholders/partners and directors of the newly incorporated company; complexity of the company’s by-laws also in terms of governance and transfer restrictions; need to translate the corporate documentation relating to the incorporating shareholder(s) (in certain cases both notarized and legalized through apostille), workload of the competent Chamber of Commerce and Tax authorities). In cases that do not require time-consuming preliminary activities, the average time for the incorporation may range from 5 to 15 days, plus the technical timing required for registration of the company with the Companies’ Register (usually 2-5 business days).\nThe average costs in order to incorporate an Italian Enterprise mainly depend on the legal and tax consultants and the Notary Public involved in the incorporation process in relation to incorporation fees, taxes and expenses (average fees/expenses, in “ordinary” cases envisaging standard incorporation documents, may range between Euro 3,000 – 7,000) as well as on the minimum capital required for the selected legal form (e.g. for SPA the minimum share capital is of Euro 50,000, while for SRL is Euro 10,000).\n"]
["What government or third-party certifications or accreditations, if any, are available for Social Enterprises that allow for access to benefits e.g. funding, beneficial tax status, etc.? Please provide examples and briefly describe them as well as the standards there are to maintain them.","No certifications grant beneficial tax status or other beneficial legal status, but companies which are qualified as BC or which obtain B Corporation Certification (see here-below), have reputational benefit, since the market (and, in particular, the context in which these companies operate and their stakeholders) is made aware, with clear, precise and legally recognized information, that the company itself, in addition to its traditional profit-making purpose, also pursues further aims of social nature.\nIn Italy, Limited Companies, Partnerships and Cooperatives are qualified as BC if they meet the requirements set out in Law 28 December 2015, n. 208.\nItalian companies can also achieve \nthe B Corporation Certification, which is a certification provided by B Lab, an independent international Nonprofit entity. To obtain such Certification, an Enterprise must: (i) take and pass the B Impact Assessment; (ii) adopt the B Corporation legal framework, incorporating certain provisions in their by-laws and governance documents; (iii) sign a term sheet agreement with B Lab; and (iv) pay certain fees.\nIn Italy, more than 100 companies have obtained the B Corporation Certification, including certain entities that would not qualify as Benefit Companies under Italian law. However, it is important to clarify that the achievement of such certification is not relevant in any way for obtaining the status of BC under Italian law.\n"]
["Please describe whether, in your opinion, startups and other entrepreneurial Enterprises generally can easily form and flourish in your jurisdiction.","In Italy, entrepreneurs who wish to incorporate a startup can benefit from several advantages of a corporate, organizational and tax nature, from the moment of its incorporation and during the entire corporate life (e.g. in terms of tax incentives, incentives to crowdfunding, incentives for new employments, more flexibility also to implement long-term incentive schemes for employees and directors). Recently, the Italian Government placed funds to boost the flourishment of startups and venture capital in Italy.\nCurrently, there are about 12,000 start-ups in Italy, mainly micro-enterprises, but the regulation for such companies is constantly evolving, and, consequently, also the flourishing of start-ups across the Country will depend on upcoming legislative changes.\n"]
["Please describe whether, in your opinion, Social Enterprises, in particular, can easily form and flourish in your jurisdiction.","As anticipated, based on available public data, it appears that in Italy about 300 companies have the qualification of BC, mainly Limited Companies in the form of SRL. At present, the framework does not provide for any particular benefits/advantages for BC, so such companies are formed and set-up in the same way as any other company under Italian law having the same legal form.\nWith regard to Nonprofit entities, the statistics available before the Covid-19 pandemic have shown that such phenomenon is continuously growing, especially from the point of view of the number of people employed in Nonprofit entities (although in some areas of Italy it’s more common to find small Nonprofit organizations).\n"]
["Please describe whether in your opinion there are any laws that are obstructive to the formation of Social Enterprises (i.e. that actively disfavor or penalize, or otherwise discourage their formation) in your jurisdiction (for example, are Social Enterprises subject to legislation prohibiting inclusion of Social Enterprises in government contract procurement)?","As anticipated, from a corporate and organizational standpoint, the obtainment of the qualification of BC does not provide for any particular advantages (such as tax benefits, tax relief, financial facilities, etc.) or derogation from the rules generally applicable under the Italian Civil Code for this kind of companies.\nOn the contrary, as outlined in the answer provided to question no. 4 of Section I above, BCs shall meet additional requirements in terms of governance, internal functions, reporting and organization as well as disclosure obligations.\nHowever, there are no particular restrictions prohibiting BCs and “social enterprises” from participating in public tendering procedures or obtaining financing. Indeed, as to public procurement, notwithstanding the absence of associations and foundations from the list of entities entitled to participate in public tendering procedures, case law considers such list non-exhaustive, admitting also other private entities, such as associations and foundations, in public tenders (in certain cases, specific supply of services can be reserved to certain cooperatives or associations given their corporate purpose).\n"]
["In your jurisdiction, are there any major fraud concerns or defects due to corruption or fraud that should be addressed? If there are, please briefly discuss the concerns or defects.","In general terms, Italy is a country that is interested in fraud and corruption concerns; these defects have manifested also in the Social Enterprises sector (e.g. the so-called “Mafia Capitale” criminal investigation uncovered the mismanagement also of certain social cooperatives). Fraud and corruption issues have been addressed with a number of legislative reforms and compliance requirements over the past decades; for references, see e.g. the annual reports from OLAF (European Anti-Fraud Office) and from ANAC (Italian Anti-Corruption Authority), as well as UNODC (United Nations Office on Drugs and Crime) Country Review Report of Italy.\n"]
["What changes to the law do you think would be most beneficial to enabling Social Enterprises to flourish in your jurisdiction?","Generally speaking, in order to encourage and further flourish the development of Social Enterprises, certain incentives in terms of tax benefits and/or corporate simplifications (also under a bureaucratical and administrative standpoint) might be further explored.\nWith specific reference to BCs, also a more precise regulation of their peculiar aspects, such as, first of all, the nature of the common benefit to be pursued and preferred conditions to obtain financing (also to finance implementation of strategic projects dedicated to the promotion of local communities, territories and sustainable development), might favor their diffusion.\nWith regard to “social enterprises”, on the other hand, it may be useful to expand the list of activities set forth by article 2 of Legislative Decree no. 112/2017 and, therefore, provide access to the qualification of “social enterprise” – and relevant incentives and subsidies – to a wider range of Enterprises.\n"]
["What changes to the law do you think would be most beneficial to enhancing the social and environmental responsibility of Enterprises generally (whether or not Social Enterprises)?","The enhancing of social and environmental responsibility of Enterprises needs a generalized awareness of ESG factors, not only in the definition and implementation of the investment policies of institutional investors and of the corporate strategies of listed issuers, but in relation to the business of the totality of Enterprises (also small and medium private companies).\nIn particular, the creation of ESG standards applicable to a broader number and categories of Enterprises might be considered.\nIn this way, virtuous companies would gain greater visibility on the market and possibly an important economic return, by generating a positive effect on the overall chain of clients and suppliers, spreading the adoption of best practices and responsible behaviors also in small and medium enterprises.\n"]
["Is there anything else you would like to add or guidance you would like to provide? Are there any questions we should have asked but did not?","No.\n"]