ITALY Law and Practice Contributed by: Emidio Cacciapuoti, Giorgio Bobba and Davide Massiglia, ADVANT Nctm
1. Market Overview 1.1 State of the Market
formalities or authorisation processes are required. • A corporate form ( società di investimento a capitale fisso (SICAF) – ie, a joint stock com - pany with fixed capital) that is established in front of a public notary and whose consti - tutional documents are represented by the company by-laws and the investment agree - ment between the company, the manager (where external) and the investors. SICAFs, in turn, may differ between an internally managed SICAF, in which the functions of the AIFM are carried out by the SICAF itself (so it must be authorised as an AIFM and an AIF at the same time), and an externally managed SICAF, where management of the AIF is delegated to an external AIFM (in this case, there is no need for authorisation of the SICAF). A sub-species of SICAF has recently been introduced, the società di investimento semplice (SIS), which is aimed at facilitating investments in SMEs. It is to be established in the form of a SICAF that will internally manage the funds raised among its investors (in the same way as the internally managed SICAF). From a regulatory point of view, a SIS is defined as an AIF, and represents a lighter form of the traditional SICAF, with a lighter authorisation process, lighter regulatory bur - den and lighter governance (according to the draft of supervisory guidelines jointly issued by the Bank of Italy and CONSOB). In order to avail itself of this lighter regime, a SIS is subject to the following limitations (which do not apply to a traditional SICAF): (a) assets under management must not exceed EUR50 million; (b) company by-laws must specifically state that the corporate object of a SIS is the direct investment of its assets in small to medium-sized enterprises that are not listed on regulated markets and that are
The Italian investment funds market has largely overcome the challenges posed by the COVID-19 pandemic, returning to a stable and growth-ori - ented trajectory. ESG-driven strategies remain a cornerstone of the market, with private equity and venture capital funds maintaining a strong focus on sustainable projects. The state-owned investment arm, Cassa Depositi e Prestiti (CDP), remains a key player, leveraging the country’s savings to support initiatives in renewable ener - gy, digital transformation, and social impact ven - tures by acting as a limited partner in various AIFMs. Retail investor demand for ESG-focused UCITS also remains robust, reflecting the market’s steady commitment to sustainability. This con - sistent focus, combined with regulatory sup - port, reinforces Italy’s position as a reliable and attractive jurisdiction for responsible investment strategies. 2. Alternative Investment Funds 2.1 Fund Formation 2.1.1 Fund Structures From a legal standpoint, alternative investment funds (AIFs) may be established in one of two different forms, as follows. • A contractual form ( fondo chiuso ) that is set up by an AIFM, whose constitutional docu - ment is represented exclusively by the man - agement rules of the AIF. A fondo chiuso is a contractual arrangement with no legal per - sonality, set up by way of simple resolution of the AIFM’s board of directors approving the relevant management rules – no further
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