Law 21/2024, recently introduced in Italy, marked an important turning point for limited liability companies (Srl) and small and medium-sized enterprises (SME) with the introduction of the 'dematerialisation' of company shares. This legislative change represents a significant step towards the modernisation and digitisation of the Italian business system. But what exactly does 'dematerialisation' of Srl-SME shares mean, and how does this new mechanism work?
What is the Dematerialisation of Shares
The dematerialisation of company shares refers to the process of converting physical shares, traditionally represented by paper documents, into digital shares, registered and managed through electronic systems. In other words, a company's shares are no longer represented by physical certificates, but by electronic records in a digital platform.
How Dematerialisation Works
The process of dematerialising the shares of SMIs takes place through a number of key steps:
- Registration in a Digital Platform: Company shares are registered in an authorised digital platform, often managed by a financial intermediary or a centralised electronic register. In Italy, this role is performed by the management system accredited by the Ministry of Economic Development.
- Updating the Share Register: The company's share register, which was traditionally kept in paper form at the company's headquarters, is digitised and updated in real time. This electronic register contains all information about the unit holders and the transactions carried out.
- Transaction Management: Share purchase and sale transactions, changes in the composition of the shareholding structure and other corporate transactions are executed digitally through the platform. This greatly simplifies the process, reducing the time and costs associated with share management.
- Security and Traceability: The digital platform guarantees a high level of security and traceability of transactions. Transactions are recorded immutably, reducing the risk of fraud and errors.
At the moment, some of the most relevant and authorised digital platforms for managing quota dematerialisation in Italy include:
1. Monte Titoli
Monte Titoli is one of Italy's leading platforms for the management and custody of dematerialised securities. It is part of the Euronext group and is recognised as the central infrastructure for securities management in Italy. The platform offers custody, settlement and management services for corporate shares, guaranteeing high standards of security and regulatory compliance.
2. Compensation and Guarantee Fund (CC&G)
Cassa di Compensazione e Garanzia is another major financial infrastructure in Italy, also part of the Euronext group. CC&G provides clearing and settlement services for a wide range of financial instruments, including dematerialised corporate shares. The platform guarantees security and reliability in transactions.
3. Italian Post Office
Poste Italiane offers share management services through its digital platform. Thanks to its extensive office network and consolidated experience in managing financial services, Poste Italiane is a reliable choice for many Italian SMEs.
4. Infocamere
Infocamere, the consortium company of the Italian Chambers of Commerce, manages digital platforms that support companies in the electronic management of their quotas. The platform offers integrated services with the Companies Register, facilitating the dematerialisation and management of quotas.
5. Blockchain Italy
A number of Italian start-ups and technology companies, such as Blockchain Italia, are developing solutions based on blockchain technology for the management of dematerialised shares. These platforms exploit blockchain to ensure traceability and immutability of transactions, offering a modern and secure alternative for SMEs.
Advantages of Dematerialisation
The introduction of the dematerialisation of shares brings with it numerous advantages for Italian LLCs and SMEs:
- Efficiency and Cost Reduction: Electronic quota management significantly reduces administrative and bureaucratic costs, simplifying corporate operations.
- Transparency and Security: The digitisation of shares increases the transparency of corporate transactions and reduces the risk of fraud and embezzlement through the traceability of transactions.
- Ease of Market Access: Dematerialisation facilitates access to the capital market, making it easier to buy and sell shares and attract investors.
- Innovation and Modernisation: This legislative change pushes companies towards the adoption of innovative technologies, fostering the modernisation of the Italian business system.
Impacts on SMEs
For SMEs in particular, the dematerialisation of shares represents an opportunity for growth and development. The possibility of managing shares digitally facilitates access to new forms of financing and partnerships, helping to improve the competitiveness of Italian companies on the global market.
In conclusion, Law 21/2024 on the dematerialisation of shares of SMEs introduces a significant change in the Italian business landscape, promoting efficiency, transparency and innovation. This new system offers companies a unique opportunity to grow and prosper in an increasingly digital and globalised environment.