STPs and investor shareholders: the Triveneto Notaries clarify the two-thirds requirement

With maxim Q.A.19, updated in September 2026, the Triveneto Notaries' Committee clarifies that in professional services companies (società tra professionisti, STPs) investors may hold a majority of the share capital, provided that professionals are guaranteed at least two thirds of the votes, including through the instruments permitted by the chosen corporate model.

The maxim addresses the interpretative uncertainties that arose after the amendment of Article 10(4)(b) of Law No. 183/2011, introduced by the 2025 Annual Competition Law (Law No. 190/2025, Article 1(24)), in force since 3 January 2026. The amendment clarified that the number of professional shareholders and their share of the capital are alternative requirements, but the reference to the irrelevance of derogating provisions of the articles of association and shareholders' agreements left doubts as to whether ownership of the capital could be separated from control over corporate decisions.

The interpretative conflict under the original rules

The issue stems from the original wording of the provision, under which “in any case, the number of professional shareholders and the professionals' share of the capital must be such as to ensure a two-thirds majority in shareholders' resolutions or decisions”. The use of the conjunction “and” gave rise to two opposing views. Under the more restrictive interpretation, initially upheld by the CNDCEC (the Italian National Council of Chartered Accountants and Accounting Experts), by some professional bodies and by lower court decisions, including that of the Court of Treviso of 20 September 2018, the requirements had to be met cumulatively, so that professionals would have had to account for at least two thirds of the shareholders and hold a corresponding share of the capital.

A different view, supported by the Italian Notariat, focused instead on the actual weight of professionals in corporate decisions, consistently with the purpose of the rules, which is to prevent non-professional shareholders from influencing the company's strategic choices and the performance of the professional activity. The Italian Competition Authority (AGCM) took the same line: in its report AS1589 of 12 June 2019, it considered the restrictive interpretation an obstacle to competition, noting that STPs must be able to use the organisational tools provided for the corporate model adopted.

The 2025 reform and the issue of shareholder agreements

The 2025 Annual Competition Law only partially adopted this approach. The current provision states that “the number of professional shareholders or, alternatively, the professionals' share of the capital must be such as to ensure a two-thirds majority in shareholders' resolutions or decisions, taking into account the rules laid down for the chosen corporate model”, but adds that “for this purpose, no relevance shall be given to provisions of the articles of association or shareholders' agreements derogating from the aforementioned rules”, without specifying which arrangements are to be regarded as irrelevant or the consequences of such irrelevance. In corporations (società di capitali), voting rights are generally proportional to the shareholding, and granting investors a majority stake requires the use of instruments such as special rights, multiple voting rights or non-voting shares. If such instruments were irrelevant for the purpose of verifying the requirement, professionals would in substance once again need to hold two thirds of the capital.

It is therefore unsurprising that early commentary on the reform took divergent positions: on the one hand, those who considered that a majority stake held by investors was now definitively permitted; on the other, those who argued, with regard to limited liability companies (s.r.l.), that the requirement must be met through the shareholding, subject to specific corrective provisions in the articles of association.

Maxim Q.A.19: professionals' actual control is decisive

The maxim examines three possible readings of the clause. The first considers derogating arrangements valid for all purposes but irrelevant for calculating the two-thirds threshold, and is rejected because it would make the requirement “merely formal rather than effective”. The second rules out the possibility for STPs to use the instruments through which the corporate model allows departures from the ordinary rules on voting rights, but is likewise rejected, as it would relegate STPs to “second-tier” companies, contrary to Article 10(3) of Law No. 183/2011, which allows them to be incorporated under the models governed by Titles V and VI of Book V of the Italian Civil Code.

The Committee endorses the third interpretation, under which the clause must be read as meaning that “it is not possible, through a provision of the articles of association or a shareholders' agreement, to give professional shareholders a weight of less than two thirds in any shareholders' decision, without exception”. Instruments for differentiating voting rights permitted by law therefore remain admissible, such as multiple-vote or non-voting quotas in SME limited liability companies (s.r.l.-PMI) or the per-capita majority rule in partnerships, whereas clauses that remove even a single decision from the professionals' qualified control are not allowed.

Compliance with the threshold must therefore be assessed in light of the rules actually adopted by the company and, where the articles of association provide for different voting criteria depending on the matter, against each of them. Thus, in a limited partnership (società in accomandita semplice) in which all decisions are taken by a majority calculated on profit shares, it is sufficient for professionals to be entitled to at least two thirds of the profits, even if they are in the minority in terms of both number and capital.

Implications for opening up STPs' capital

The maxim thus provides an authoritative, albeit non-binding, interpretation that distinguishes ownership of the capital from the exercise of decision-making power: a majority stake held by investors is not in itself incompatible with the STP rules, provided that professionals retain at least two thirds of the votes in all corporate decisions. Its practical application will, however, have to be tested against the practice of the professional bodies.