The reimbursement of shareholder loans to a company and the reimbursement of loans made by companies belonging to the same group are postponed until other company creditors have been reimbursed if there is an excessive imbalance between the financed company's debt and its net equity or if its financial situation would be better improved through a capital increase. However, in light of the COVID-19 emergency, these norms have been suspended for loans made between 9 April 2020 and 31 December 2020.
Law Decree 76/2020 was recently enacted as part of Italy's strategy to simplify some of its bureaucratic procedures and, among other things, ease the requirements which apply to companies that wish to increase their share capital. The law decree has introduced significant facilitative measures regarding share capital increases, including a significantly lower quorum for enacting shareholder resolutions which affect share capital increases.
The Court of Cassation recently outlined the main features of de facto administrators. The court highlighted that a de facto director is burdened with the entire range of duties to which a de jure administrator is subject. Thus, should the necessary objective and subjective requirements apply, a de facto administrator is criminally responsible for their conduct which breaches criminal standards as if they were a de jure administrator.
The rules concerning the corporate governance of limited liability companies were recently amended. The changes are twofold: some directly affect the bylaws of limited liability companies, while others affect the requirements for appointing professionals who perform auditing and supervisory duties for such companies. The new provisions must be adopted immediately by newly formed companies, whereas pre-existing companies must update their bylaws by 16 December 2019.