Limited companies

Organisational structures are at the heart of the governance reform

Legislative Decree 47/2026 puts an end to the model that placed the board of statutory auditors at the heart of the system

by Nicola Cavalluzzo

24 August 2026

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3' min read

Translated by AI

Versione italiana

Key points

The new Article 2380 of the Civil Code and the neutrality of templates
The central role of corporate organisation
A new approach to governance
Concluding remarks

3' min read

Translated by AI

Versione italiana

Legislative Decree 47/2026 represents the most significant change to the rules governing the governance of limited companies since the comprehensive reform of company law 23 years ago in 2003 (implemented by Legislative Decree 6/2003 and known as the Vietti Reform). Whilst following in the footsteps of that major legislative overhaul, the decree does not merely update individual provisions of the Civil Code, but proposes a new systematic approach to corporate organisation, designed to impact the entire relationship between management, oversight and statutory autonomy.

The experience gained over the two decades following the 2003 reform has, in fact, shown that developments in businesses, markets and financial regulation have progressively highlighted the need for a governance framework that is more flexible and consistent with the growing complexity of economic activity. Subsequent legislative measures, culminating in the Capitali Act (No. 21 of 2024), have also emphasised the central importance of organisational structures, transparency and the effectiveness of controls, thereby paving the way for the reform introduced by Legislative Decree 47/2026.

The new Article 2380 of the Civil Code and the neutrality of templates

The main innovation of the decree is the rewriting of Article 2380 of the Civil Code, through which the legislator has definitively moved away from the approach that identified the system with a board of statutory auditors as the standard model of administration and control.

The new framework recognises the equal standing of the various governance systems, eliminating any implicit hierarchy between them. The choice of organisational structure thus becomes an expression of statutory autonomy and must be made exclusively on the basis of

- the practical needs of society;

- size of the company;

- composition of the shareholder base;

- characteristics of the business carried out.

The amendment has implications that go far beyond mere terminology. The legislator is in fact affirming a principle of organisational neutrality, according to which no model can, as a general rule, be regarded as preferable to the others, as they are all potentially capable of ensuring sound administration and an effective system of control.

The central role of corporate organisation

One of the key features of the reform is that it has assigned organisational structures a central role within governance. The corporate structure is no longer regarded merely as a means of supporting management activities, but as an essential prerequisite for the proper functioning of the company.

It follows that the issue of governance does not concern solely the distribution of powers amongst the various bodies, but rather affects the quality of the entire decision-making structure. The following are inseparable elements of a single organisational framework:

- appropriate organisational structures;

- efficient information flows;

- the correct identification of responsibilities;

- control systems that are actually operational.

From this perspective, the administrative and supervisory functions are no longer regarded as separate entities, but rather take on a complementary role within a unified system geared towards safeguarding the company’s interests.

A new approach to governance

The approach adopted by Legislative Decree 47/2026 reflects a modern concept of corporate governance, in which the quality of the organisation is at least as important as the rules governing the individual bodies.

In fact, a company’s efficiency does not depend merely on compliance with the procedures laid down by law, but on the ability of its governing bodies to:

- to work in a coordinated manner;

- to share comprehensive and timely information;

- to make decisions based on a sound understanding of the company’s risks and opportunities.

Governance is thus conceived as an integrated system, in which administration, control, organisation and information constitute closely interdependent components. The objective pursued by the legislator is not to increase formal obligations, but to promote organisational models capable of combining managerial efficiency, accountability of corporate bodies and the protection of the interests involved in the company’s activities.

Concluding remarks

Legislative Decree 47/2026 marks the start of a new phase in the evolution of Italian company law. The reform not only amends the rules governing the functioning of corporate bodies, but also redefines the principles underpinning the governance of public limited companies, emphasising the neutrality of organisational models, statutory autonomy and the central role of organisational structures.

The innovations introduced are set to have an impact not only on the interpretation of legal doctrine and case law, but also on professional practice, which is called upon to design governance systems that are increasingly consistent with the complexity of modern business organisations. From this perspective, Legislative Decree 47/2026 represents not the culmination of a reform process, but the beginning of a new era in which the quality of governance becomes the primary criterion for assessing a company’s efficiency and the soundness of its administration.