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SHAREHOLDER MEETING OF JOINT STOCK COMPANY IN ITALY

Investing in Italy


Shareholders' Meeting of the S.p.A. in Italy


The Shareholder Meeting of the S.p.A. is the body of the company which takes the most important decisions that are implemented by the managing body.

 

The shareholders adopt the decisions collectively, those which are adopted during the meeting are binding for all shareholders also for those absent and for those who voted against the decision.

 

The shareholders in certain cases may withdraw from the company, following specific procedures stated by law.

 

The sessions of the shareholders may be ordinary or extraordinary, depending on the items to be approved only if such items are established by law or by the company’s Articles of Association.

 

The topics of competence of the shareholders’ ordinary meeting are:

  • approval of financial statements
  • appointment or termination of managing body
  • appointment or termination of control bodies
  • shareholders’ accountability to such bodies.

The shareholders’ extraordinary meetings are called to settle:

  • amendments to the Articles of Association
  • mergers
  • appointment of liquidators
  • replacement of liquidators
  • powers definition of liquidators
  • the items established by law to shareholders’ extraordinary meetings.

Other kinds of shareholders’ meeting are:

  • bondholders meetings
  • ad-hoc meetings (for holders of special categories of shares).

When the decisions of the shareholders’ meeting (ordinary or extraordinary) concern the rights of bondholders or non-ordinary shares’ holders, these decisions shall be approved also by these holders.

 

The meetings are convened by specific notices as per the applicable procedures.

 

The shareholders can participate in such meetings also by audio or by video conference if this is allowed by the Articles of Association.

 

The meeting (plenary session) is deemed rightly convened without notice in advance only if:

  • all shareholders are present
  • the majority of the managing bodies members are present
  • the control bodies’ members are present
  • the total of share capital is represented.

When the mandatory quorum is not reached in the first call, the meetings may also be convened for a second call or for subsequent calls if it is stated by the Articles of Association.

 

The decisions approved during the shareholders’ meetings are recorded in specific minutes by the meeting secretary (it is a person appointed before meeting for this task).

 

The minutes of decisions taken in the event of extraordinary meetings must be drawn up by an ad-hoc notary.

The minutes of meetings are signed by the secretary and also by the chairman of the meeting and archived in a specific file. 


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