Final go-ahead from the Senate for the Workers' Participation Act. From profits to Boards of Directors: what changes

The management, economic and financial, organisational and consultative participation of workers in companies is regulated by law and incentivised. With the yes of the Senate - 85 yes, 21 no and 28 abstentions - the popular initiative proposal promoted by the CISL, which had collected about 400,000 signatures for an implementation regulation of Article 46 of the Constitution, which enshrines the right of workers to active involvement in the life and profits of companies, has been transformed into law.

In support of the law was Premier Giorgia Meloni, who at the national assembly of the Cisl had claimed the allocation in the 2025 Budget Law of 72 million to cover the tax incentives provided for employees to make economic and financial participation more convenient for workers. With the final go-ahead for the text, for which Paola Mancini (Fdi) was rapporteur, according to Cisl leader Daniela Fumarola, 'a historic page is written for the world of work and for Italy. After 77 years, Article 46 of the Constitution is finally implemented thanks to a mobilisation that lasted two years'.

Let us begin with economic and financial participation: for private employees only, a transitional change is envisaged in the regulations on the substitute tax on personal income tax and regional and municipal surcharges, on remuneration emoluments consisting of performance bonuses and forms of participation in company profits. For 2025, the limit of the total amount to which the substitute tax applies is raised from EUR 3,000 to EUR 5,000 gross, in the event of the distribution to employees of a portion of company profits not lower than 10 per cent of the total profits, in implementation of collective, company or territorial agreements. For the application of the substitute tax regime, the employee's income must not exceed EUR 80,000, in the year preceding the year in which the emoluments were received, and the substitute tax rate is equal to 5% until 2027 and, when fully operative, to 10 percentage points.

Employee financial participation plans may be envisaged in companies, which may identify the instruments of employee participation in the company's capital from among those provided for by the Civil Code in Articles 2349 (shares and financial instruments in favour of employees), 2357 (purchase of own shares), 2358 (other transactions on own shares) and 2441, paragraph 8, (offer of shares for subscription to employees, excluding option rights of other parties), as well as the allocation of shares in lieu of performance bonuses. In 2025, dividends paid to employees from shares granted in lieu of performance bonuses of up to EUR 1,500 per annum are exempt from tax for 50 per cent of their amount.

Turning to management participation, the new rules provide for two options. The first concerns public limited companies (or limited partnerships) organised according to the so-called dualistic model, in which there is a 'management board', which is responsible for the management of the company, and a 'supervisory board', which is responsible for various general and supervisory tasks. The articles of association may provide, if the case is governed by collective agreements, for the participation in the supervisory board of one or more employee representatives, identified on the basis of the procedures set out in the agreements, in compliance both with the requirements of professionalism and good repute required for board members and with the provisions on the subjective grounds for exclusion from the relevant appointment. The presence of at least one representative of the employees participating in financial participation plans may also be envisaged.