On October 8, 2025, the Council of Ministers approved, in preliminary examination, the draft legislative decree implementing the delegation pursuant to Article 19 of Law No. 21 of March 5, 2024 (the so-called "Capital Law") for the reform of the provisions on capital markets contained in Legislative Decree No. 58 of February 24, 1998 ("TUF") and the provisions on joint-stock companies contained in the Civil Code, as well as for the amendment of other existing provisions, in order to ensure better coordination (hereinafter, the "Draft Decree").
Among the changes introduced, the Draft Decree adds to the typical structures of managed savings that of partnership company, inspired by the models of limited partnership widespread in other European systems (France, Germany, Luxembourg), with the aim of encouraging long-term investments in the field of private equity and of the venture capital.
Partnership companies will be closed entities, reserved for professional investors or individuals with adequate knowledge and high financial capacity, interested in investing in companies with a high risk profile and significant growth prospects. These investments may concern: startup or unlisted innovative companies in the start-up or development phases (seed, early stage), as well as unlisted companies already operational and more mature, within the more traditional operations of private equity.
Notes on foreign limited partnership models
In the American and British markets, the most popular vehicle is the so-called “PE fund" And "VC Fund”, which are both based on the solution of the Limited Partnership. In the Limited Partnership There are two types of partner, with a ratio that is generally 99 and 1.
THE Limited Partners, as mere investors, are liable for the company's obligations within the limits of the capital contributed, while the General Partners They perform management functions and assume unlimited liability. In light of the management activity and the increased obligations assumed, the General Partners they perceive a management fee as remuneration for management activities, as well as a carried interest, as a variable component and subject to the investment results. Please note that usually the General Partners they operate through a Management Company which, legally, represents a Limited Liability Partnership.
In France, a similar solution was adopted with Loi n. 2015-990 of 6 August 2015 (so-called “Macron Law”), which introduced the Société de Libre Partenariat (SLP), a vehicle legally attributable to the special command company, but structured to operate as a limited partnership of Anglo-Saxon origin, intended in particular for use in private equity and in alternative investments.
A similar approach is found in Germany with reference to Kommanditgesellschaften (KG), with the clarification that such entities, as partnerships governed by the Handelsgesetzbuch, do not in themselves constitute investment vehicles"“investment-ready”. KGs can, however, assume the function of an investment vehicle if placed within an appropriate regulatory framework, for example by being classified as Alternative Investment Fund (AIF) under German law and the AIFMD.
Finally, another notable example can be found in Luxembourg, where vehicles such as the Société en Commandite Spéciale (SCSp) – and, to a similar extent, the Société en Commandite Simple (SCS) – represent legal forms under corporate law that, as such, lack financial regulation, and become investment vehicles only through regulatory framework and subjection to applicable legislation.
Characteristics
According to the Draft Decree, “Italian” partnership companies will be characterised by the distinction between limited partners and investors. general partners-general partners, to meet the need to separate the capital contribution function from the management function.
The model in question can be seen as a hybrid between the legal form of a SICAF and that of an SGR.
As in SICAFs, in partnership companies investors, as shareholders, can make significant corporate decisions. Furthermore, the broad statutory autonomy in asset management allows the partnership company to tailor its collection and investment methods to investors' needs. Conversely, the limited partnership form ensures managers (general partners) of these companies the necessary autonomy from investors (limited partners), bringing the partnership company model somewhat closer to that of SGRs.
Based on the innovations introduced by the Draft Decree, partnership companies:
- they are among the closed-end Italian UCITS and, if authorized and operating in self-management, are classified as authorized entities and authorized managers for the purposes of applying the regulations on collective savings management (see new letter i-quater.1] of art. 1, paragraph 1, TUF);
- They take the form of a limited partnership (Sapa) and have as their exclusive corporate purpose the collective investment of assets in the activities of private equity And venture capital;
- require a minimum share capital of Euro 50,000 (the Bank of Italy may establish additional capital requirements);
- they can establish compartments;
- taking the form of Sapa, they are characterised by a governance model structured into a shareholders' meeting, a board of directors and a board of auditors, guaranteeing the limited partners corporate rights which are functional to the protection of the investment and to a more direct control over the management of the company.
Please note that, in light of the new letter i-quater.6) of art. 1, paragraph 1, TUF, the investments which are the object of partnership companies are those "“in unlisted companies through equity, debt or other similar instruments, including investments subsequent to the possible listing of the companies”.
This specification implies maintaining the shareholdings even in the post-listing phase, consistent with the objective of supporting successful entrepreneurial projects over the long term.
Management
In line with the model already envisaged for SICAFs, the partnership company can be structured under internal or external management.
(i) In the case of internal management, the partnership company itself assumes the qualification of manager of the OICR and, depending on the assets managed, operates as an authorised AIFM or as a registered sub-threshold AIFM, pursuant to art. 35-quaterdecies TUF.
(ii) In the case of external management, the partnership company operates as a corporate-type UCITS under external management, entrusting management to a manager authorized pursuant to art. 35 TUF, without the need for its own independent authorization as a manager.
Partnership companies operating as registered AIFMs below the threshold, for the purposes of registration in the relevant register, are required to comply with the organizational and prudential requirements set for asset management companies, subject to any adjustments and specificities required by the implementing regulations.
Pursuant to Article 11 of the Draft Decree, the new provisions will apply nine months after the amendments to the TUF come into force, by which time the secondary implementing provisions must be adopted and the adjustments to the supervisory registers and records completed.
From that moment on, it will be possible to proceed with the establishment of partnership companies, without prejudice to the Bank of Italy's right to issue, where it deems it necessary, further implementing or coordination provisions.
Operational profiles
The partnership company fills a gap structural aspect of the Italian legal system, introducing a vehicle which can be assimilated, for economic and functional logic, to the limited partnership Anglo-Saxon or Luxembourg SCSp.
This will reduce dependence on foreign structures for funds private equity, venture capital And private debt by local investment entities.
Italian partnership companies, although designed for greater flexibility, remain partially anchored to a supervisory and authorization regime (see art. 35-novies.2, TUF for those under internal management), which could be more complex and less streamlined than structures such as, for example, the Luxembourg SCSp.
Without prejudice to the ongoing legislative developments, which we will return to later, the actual effectiveness of the legislation will depend on the completeness and adequacy of secondary legislation and implementing regulations, as well as the ability of the regulatory framework currently being developed to meet the needs of foreign professional investors, accustomed to consolidated European standards.
Content edited by Avv. Claudio Bonora and Lawyer. Marco Mancinelli
