13 November, 2025
The dematerialisation of limited liability company shares: Pronunciation n. 214 and 215 of the Milan Notarial Council open a new season of corporate law
The Milan Notarial Council, with Pronunciation n. 214 and 215, recently intervened to clarify the scope of application of the so-called Capital Law (Law No. 21/2024), which introduced the possibility for limited liability companies (SMEs) to dematerialise their shares. This is a measure with significant systemic implications, as the shares of limited liability companies would gradually tend to be increasingly assimilated to the shares of joint-stock companies.
Firstly, in order to proceed with the dematerialisation of the shares of SME limited liability companies, the shares must be “standardised” (i.e., of equal value and equal rights). Therefore, the company must provide for this type of share in its articles of association, either at the time of incorporation or subsequently by means of a specific shareholders’ meeting resolution. In addition, the company must adopt a system for the circulation of shares in order to adapt the company’s system to the rules of dematerialisation.
The Pronunciations have also clarified the possible coexistence of dematerialisation and intermediated circulation pursuant to Article 100-ter of the Consolidated Law on Finance, extensively allowing the offering of shares through crowdfunding platforms.
Finally, the Pronunciations have reintroduced the obligation to keep a shareholders’ register, for information purposes, for companies that adopt the dematerialisation regime.
