Digitalizzazione degli strumenti finanziari: Le quote di s.r.l.

In recent years, there has been a significant revival of interest in s.r.l. quotas in order to make these instruments subject to simplified trading on the capital market. However, it would be necessary to overcome the heavy restrictions on the circulation of quotas set forth in Article 2468, paragraph 1, of the Civil Code, which prohibits quotas from being represented by shares and constituting the object of public offerings; with the consequence of preventing their standardization and serial issuance, typical characteristics of instruments intended for circulation. The very recent Capital D.d.L., which recently became law, contains a provision on the "dematerialization of quotas of s.r.l." which provides the possibility for s.r.l. which qualify as innovative start-ups or SMEs, to access the centralized management system under Article 83-bis et seq. TUF. In these terms, the new rules seem to provide strong, if not decisive, arguments to those who, for some time now, have been arguing that s.r.l. quotas now fall into the category of "securities," constituting, therefore, a new type of "financial instrument." However, larger s.r.l.'s are excluded from the dematerialization system, and this seems entirely incongruous.