Good news for the crowdfunding world, on 9 December the Council of Ministers approved the legislative decree for the adaptation of national crowdfunding legislation to the provisions of EU Regulation 2020/1503.
The decree introduces a new harmonised regime at EU level, with the possibility for operators to adhere to it by means of special authorisation by the competent national authority.
This means that national platforms will be able to obtain an Italian licence, which will allow them to solicit and collect investments throughout Europe, without seeking further authorisation from other states. The reverse is equally valid, authorised European platforms will then be able to raise money in Italy.
An important novelty introduced by the legislation is that now also shares in limited liability companies can be offered to the public to raise money through crowdfunding platforms, a tool that until now could only be accessed by limited liability companies and innovative start-ups.
The rationale behind the possibility of issuing participatory financial instruments to raise financial resources responds to the desire to meet the needs of ordinary limited liability companies, which are typically characterised by a strong lack of means to resort to credit as an alternative to banking credit.
The novelty is introduced by way of derogation from the provisions of Article 2468(1), providing that shares in Srls may be the object of crowdfunding offers. In other words, such shares may be subscribed by investors who, however, must be put in a position to invest in the financing project by means of an appropriate notice that must be drafted by crowdfunding service providers and must present sufficient information on the terms of the offer.
If the investor decides to join the offer, he or she must mandate the appointed intermediaries to
1) carry out the registration of the units in their own name and on behalf of the subscribers, keeping adequate evidence of the identity of the subscribers and of the units held;
2) issue, at the request of the subscriber or subsequent purchaser, a certificate attesting to the ownership of the units, which shall be in the name of the subscriber, shall not be transferable to third parties and shall not constitute a valid instrument for the transfer of ownership of the units
3) allow subscribers who so request to dispose of the units (which is done by simply noting the transfer in the registers kept by the intermediary)
4) grant subscribers and subsequent purchasers the right to request, at any time, the direct registration to themselves of the units pertaining to them.
In October, Consob and the Bank of Italy announced the start of talks with crowdfunding platform operators in view of the entry into force of the new European rules. The two institutions have been designated as competent authorities for the authorisation and supervision of crowdfunding service providers.
Italian platforms welcome this new possibility, since crowdfunding represents a concrete and easy financing tool for a category of companies that often find themselves facing systemic difficulties in raising capital, which can also help them get out of certain management schemes that are often considered rigid and personalistic.