Trasferimento della sede sociale all’estero e lex societatis: l’ordine dopo il caos

This paper addresses the Italian reform of cross-border conversions, mergers and divisions. In this reform, it is specifically clarified that any decision to transfer abroad a company’s registered office (sede sociale) should be fulfilled according the cross-border conversion proceeding. This new norm, however obvious it might seem, is actually extremely innovative within the Italian legal scenario, which was fragmented and confused, given the uncertainty of written law. In particular, according to notaries and some local offices of the commercial registers, Italian companies could relocate abroad their sede sociale (registered office) without triggering a cross-border conversion. The new rule, clarifies that an isolated decision of translating registered office abroad should be considered null and void.