ITALY Law and Practice Contributed by: Emidio Cacciapuoti, Giorgio Bobba and Davide Massiglia, ADVANT Nctm
in the activity testing (seed financing), establishing (start-up financing) or starting (early-stage financing) phase; (c) no financial leverage is admitted; and (d) share capital must be equal to at least EUR50,000. Finally, it should be highlighted that, in order to avoid evading the law, individuals who are directly or indirectly promoting a SIS are sub - ject to the EUR50 million limit mentioned above, which means that they have the right to estab - lish – as promoters – more than one SIS (each addressed to a specific market sector), provided that the assets of each SIS are cumulatively cal - culated in order to verify the limit. A fondo chiuso represents the lightest form of those mentioned above, with the fewest con - straints. The relevant establishment is set up simply by resolution of the board of directors of the AIFM; except for the various outsourcers of the fondo chiuso (ie, depository, fund adminis - trator and audit firm), no administrative bodies other than those of the AIFM are required. No authorisation from the competent supervisory authorities is required for establishment, and no checks on the requirements of the relevant investors are carried out. A SICAF, on the other hand, requires the typical administrative bodies of a joint stock company ( società per azioni ), such as statutory auditors and a board of directors, in addition to the vari - ous outsourcers of the AIF. Being an AIF, an inter - nally managed SICAF is seen as a single legal vehicle, so any subsequent SICAF must obtain authorisation from the competent supervisory authorities. Investors holding a stake equal to at least 10% of the share capital and corporate representatives of internally managed SICAFs must comply with honourability and professional
competence requirements. Following Law No 21 of 5 March 2024, which amended the Consoli - dated Law on Finance (TUF), SICAFs externally managed by an authorised AIFM ( eterogestite ) are no longer required to be authorised by the supervisory authorities or meet the honourabil - ity and professional competence requirements for their shareholders or corporate representa - tives. Internally managed SICAFs ( autogestite ), instead, remain subject to full authorisation as both an AIF and an AIFM, including compliance with these requirements. A SICAF is subject to the provisions of the Ital - ian Civil Code governing joint stock companies, unless expressly provided for otherwise (for example, a prohibition on issuing bonds). Participants’ interests in a fondo chiuso are rep - resented by units. Certificates representing the units are usually registered ( nominativi ) and are issued for whole numbers. The certificates can be split, provided that each certificate represents at least one unit. The AIFM is responsible for drafting such certificates, which indicate the rel - evant class of units subscribed. As requested by the AIFM, the certificates should be confirmed by the AIF’s depositary. Participants’ interests in a SICAF are represent - ed by shares, and are subject to the provisions of the Italian Civil Code that apply to joint stock companies. Investments by investment managers and/or investment advisers of an AIF can be carried out either directly by the relevant person by subscribing the unit/share, or indirectly through a special purpose vehicle, which is usually struc - tured either in the form of a limited liability com - pany ( società a responsabilità limitata ) or through a simple partnership ( società semplice ).
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