The equal treatment of the models broadens the scope of the Articles of Association

One of the most innovative principles of Legislative Decree 47/2026 is the definitive move away from the approach which, ever since the 2003 reform of company law, had identified the system with a board of statutory auditors as the standard model for management and control. The new legislation abandons any hierarchical distinction between the various governance structures, recognising them as having equal functional standing. This choice reflects an evolution that has now come to fruition in corporate practice: experience has shown that there is no universally preferable organisational model, as the effectiveness of governance depends on the structure’s ability to adapt to the characteristics of the company, its ownership structure and the complexity of its business activities.

Legislative Decree 47/2026 has removed the terms ‘dualistic system’ and ‘monistic system’, replacing them respectively with ‘system with a supervisory board’ and ‘system with a management control committee’. In any case, in everyday language, the traditional terms will continue to be used for some time for descriptive purposes and to facilitate comparison with the previous legislation. It should, however, be emphasised that this change in terminology does not appear to be a purely formal choice: with the new terminology, the legislator describes each system in terms of its organisational structure, avoiding classifications that might suggest a hierarchy of value between the different models. This reinforces the principle of neutrality that underlies the entire reform.

The equal status accorded to management and control systems does not imply that they are structurally identical: each retains its own organisational characteristics, different arrangements for the allocation of responsibilities, and specific techniques for exercising control. The equivalence established by the legislator must therefore be understood in a functional sense. All systems are considered, in principle, to be suitable for pursuing the fundamental objectives of corporate governance: ensuring efficient management, guaranteeing effective controls, promoting the proper flow of information and safeguarding the interests of the company, its shareholders and its creditors.

The interpreter’s focus thus shifts from the structure of the bodies to the quality of their functioning. What matters is not the name of the model adopted, but the organisation’s actual ability to ensure a balance between administrative and supervisory functions.

The recognition of the neutrality of corporate models leads to a significant expansion of statutory autonomy. Shareholders are called upon to choose the governance system best suited to the company’s needs, without having to regard the use of alternative models as a departure from the standard structure.