Virtual Shareholders' Meetings and Board Meetings after 30 September 2026: S.p.A. and S.r.l. Compared
1. The End of the Emergency Regime
From 1 October 2026, shareholders' meetings and other collegial meetings can no longer be held remotely on the basis of the emergency legislation. Article 106(7) of Decree-Law No. 18/2020 (the so-called "Cura Italia" Decree) allowed corporations to hold meetings virtually by means of telecommunication, without having to designate a physical meeting place, even in derogation from the articles of association. Originally conceived as a temporary regime, it was extended several times: the last extension, provided for by Article 4(11) of Decree-Law No. 200/2025 (converted into Law No. 26/2026), set its expiry at 30 September 2026. The rules of the Italian Civil Code therefore apply once again, as interpreted by the Milan Notarial Council, in particular in Maxim No. 216/2025.
2. Shareholders' Meetings
The Rule: A Clause for S.p.A.s, Statutory Silence for S.r.l.s
For S.p.A.s (joint-stock companies), Article 2370(4) of the Civil Code provides that the articles of association "may allow" attendance at the meeting by means of telecommunication: without such a clause, even a generic one, shareholders must attend in person (Maxim No. 216). However, the provision concerns only the attendance of shareholders, i.e. participation in order to discuss and vote; according to the notarial view, directors and statutory auditors may therefore connect remotely even without a clause.
For S.r.l.s (limited liability companies), there is no provision corresponding to Article 2370(4), and the gap has been filled by the notarial profession. As early as Maxim No. 14 of 10 March 2004, remote S.r.l. shareholders' meetings were considered permissible, as they are well suited to companies with few shareholders who know one another; the reference to the S.p.A. rules served to support the admissibility of the tool, not to make its legitimacy dependent on a clause in the articles of association. In the same year, the Triveneto Notarial Committee (Maxim I.B.10) also accepted that the articles of association of an S.r.l. could provide for meetings by means of telecommunication, applying the S.p.A. rules by analogy. On this basis, Maxim No. 216 concludes that in an S.r.l. remote attendance falls within the ordinary statutory regime: it is therefore permitted even without a clause, unless the articles of association expressly prohibit it. For both types of company, the notice of call may set limits, conditions and arrangements for the connection, unless the articles of association provide otherwise.
The Plenary Meeting
The clause requirement for S.p.A.s falls away when the meeting is a plenary one, i.e. when the entire share capital is represented and a majority of the members of the management and control bodies attend (Article 2366(4) of the Civil Code; for S.r.l.s, Article 2479-bis(5) of the Civil Code). In that case, the meeting may be held entirely remotely, even without a clause, because all participants, by the mere fact of attending, accept that they are not in the same physical place.
Place of the Meeting and Presence of the Person Taking the Minutes
If the meeting is called at a physical location, the person taking the minutes (secretary or notary) must be present there; all others, including the chairman, may connect remotely (for S.p.A.s, as seen above, only if the articles of association allow it). The minutes, in fact, also record what happens or might happen at the meeting place (for example, a shareholder arriving late), whereas the chairman can direct proceedings remotely. Clauses requiring the chairman and the secretary to be in the same place generally serve to allow the minutes to be drawn up at the same time and do not prevent the meeting from being held remotely: the minutes may be drawn up subsequently and signed by both or, if notarial, by the notary alone, who must in any case act within his or her territorial jurisdiction (Maxims Nos. 187 and 216).
The Fully Online Meeting
Article 2366(1) of the Civil Code generally provides that the notice of call must state the "place of the meeting", which would seem to presuppose a physical location. However, Maxim No. 200/2021 observes that the provision, unchanged since 1942, can be read to mean that such a place may also be merely "virtual", i.e. the connection platform. It follows that a clause granting the directors the power to call the meeting solely by means of telecommunication is lawful; and, if the articles of association allow remote attendance even generically, the power exists even without a specific clause, provided that the notice states the connection arrangements (including by subsequent communication) and the decision is taken with due diligence, in compliance with good faith and equal treatment. For S.r.l.s, Maxim No. 216 goes further: the notice may indicate only a virtual place even in the absence of any clause, unless expressly prohibited by the articles of association. Calling a meeting solely online is not possible, however, if the articles of association provide for remote connection only as an addition to physical attendance, thereby granting shareholders the right to choose whether to attend in person.
3. Board of Directors' Meetings
From the Emergency Regime to the Ordinary Rules
Article 106 did not mention the board of directors, but Maxim No. 187 and the Assonime note of 18 March 2020 extended its rules to all collegial bodies: during the emergency period, the board could meet solely remotely even without a clause in the articles of association. Now that the emergency regime has ended, the ordinary rules apply, and they differ for S.p.A.s and S.r.l.s.
S.p.A.
Article 2388(1) of the Civil Code provides that the articles of association may allow participation in board meetings by means of telecommunication. A clause, even a generic one, is therefore required: without it, the board meets in person. Where such a clause exists, the notarial view (Maxims Nos. 187 and 200) allows the board to meet solely online, without indicating a physical location and without the need for a specific clause. The reason is that directors, unlike shareholders, do not have a right to attend in person but perform a function: procedural rules serve the proper functioning of the body. For the same reason, clauses requiring the chairman and the secretary to be in the same place serve only to allow the minutes to be drawn up immediately and do not prevent an online meeting: the secretary may also connect remotely and record what he or she perceives (a notary, if involved, must however remain within his or her territorial jurisdiction).
S.r.l.: An Unsettled Issue
Article 2475 of the Civil Code says nothing about remote meetings: it merely provides that the deed of incorporation may allow board decisions to be taken by written consultation or by consent expressed in writing. There is therefore no provision expressly authorising online meetings, but neither is there the clause requirement that Article 2388 imposes on S.p.A.s.
If the deed of incorporation allows meetings by telecommunication, even generically, what the notarial profession states regarding the board can be applied to S.r.l.s: a call solely online, without a physical location. If, on the other hand, the articles of association are silent, no maxim or ruling addresses the case: the maxims on shareholders' meetings do not deal with the board and, where they do, they presuppose at least a generic clause. It can be argued by analogy that, if S.r.l. shareholders may connect remotely without a clause, a fortiori directors may do so as well; but this view, while tenable, is not settled.
