Commercial Law January 10, 2026 7 min read

Corporate Governance Updates 2026: New Transparency and Board Requirements

New regulations on corporate transparency and board composition come into effect, requiring companies to adapt their governance structures to meet enhanced compliance standards.

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Avv. Carlo Carta

Corporate and Commercial Law Expert

1 Regulatory Overview

Italy's 2026 corporate governance reforms represent the most significant changes to company law in decades, aligning Italian corporate practices with EU directives and international best practices. These changes affect all Italian corporations (S.p.A.) and certain limited liability companies (S.r.l.) exceeding specified thresholds.

Key Reform Objectives

  • Enhance corporate transparency and accountability
  • Strengthen shareholder rights and protections
  • Improve board diversity and independence
  • Prevent conflicts of interest
  • Align with ESG (Environmental, Social, Governance) standards

2 Enhanced Transparency Requirements

Beneficial Ownership Disclosure

Companies must now maintain and disclose beneficial ownership registers identifying individuals who ultimately own or control more than 25% of shares or voting rights.

Required Information:

  • • Full name and date of birth
  • • Nationality and residence
  • • Exact ownership percentage
  • • Nature of control exercised

Public Access:

  • • Register accessible to authorities
  • • Limited public access provisions
  • • Annual update requirements
  • • Penalties for non-compliance

Related Party Transaction Rules

Stricter procedures govern transactions with related parties (directors, major shareholders, affiliated entities) to prevent conflicts of interest.

1

Pre-Approval Requirements

Board approval with independent director opinion for material transactions

2

Disclosure Obligations

Public disclosure of all material related party transactions

3

Fairness Opinion

Independent expert valuation required for significant transactions

Enhanced Financial Reporting

Listed companies and large corporations must provide expanded financial disclosures including:

Non-Financial Information

  • ✓ Environmental impact
  • ✓ Social responsibility initiatives
  • ✓ Employee welfare measures
  • ✓ Anti-corruption policies

Financial Disclosures

  • ✓ Executive compensation details
  • ✓ Risk management framework
  • ✓ Internal control systems
  • ✓ Audit committee reports

3 Board Composition and Diversity

Gender Diversity Quotas

Listed companies must ensure at least 40% representation of the underrepresented gender on both board of directors and board of statutory auditors.

40%

Minimum Quota

2026

Compliance Deadline

€100K+

Potential Fines

Independent Director Requirements

At least one-third of board members must be independent directors meeting strict independence criteria:

  • No executive role in past 3 years
  • No significant business relationships with company
  • Not a major shareholder (>10%)
  • No close family ties to executives or controlling shareholders

Professional Qualifications

Board members must demonstrate appropriate professional qualifications, expertise, and availability to devote sufficient time to their duties. Companies must publicly disclose each director's qualifications and other board positions.

4 Compliance and Action Steps

For Listed Companies (S.p.A. Quotate)

Immediate Actions Required

  • ✓ Review and update board composition to meet gender diversity quotas
  • ✓ Establish beneficial ownership register
  • ✓ Implement enhanced related party transaction procedures
  • ✓ Expand non-financial reporting systems
  • ✓ Update corporate governance code

Compliance Deadline: June 30, 2026

Failure to comply may result in administrative sanctions, trading suspensions, or director liability.

For Large Non-Listed Companies

Applicable to companies meeting 2 of 3 criteria:

Assets

>€20M

Revenue

>€40M

Employees

>250

Required actions (phased implementation):

  • 2026: Beneficial ownership registry

    Establish and maintain register with annual updates

  • 2027: Enhanced financial reporting

    Include non-financial information in annual reports

  • 2028: Board diversity (recommended)

    While not mandatory, diversity best practices encouraged

For Small and Medium Enterprises (SMEs)

While most reforms don't directly apply to SMEs, best practices adoption is recommended for companies seeking:

Growth Capital

Investors increasingly expect good governance practices

Competitive Advantage

Strong governance enhances reputation and credibility

Implementation Timeline

Q1

January - March 2026

Initial compliance assessment and gap analysis

Q2

April - June 2026

Board composition adjustments and beneficial ownership registry setup

Q3

July - September 2026

Enhanced reporting systems implementation

Q4

October - December 2026

Full compliance verification and ongoing monitoring

Key Takeaways

  • Listed companies must achieve 40% gender diversity on boards by mid-2026
  • All companies must establish beneficial ownership registers
  • Related party transactions require enhanced disclosure and approval procedures
  • Independent directors must meet strict independence criteria
  • Non-compliance carries significant financial and reputational risks

Need Help with Corporate Governance Compliance?

Ensure your company meets the new 2026 governance requirements. Our legal team provides comprehensive compliance audits, board restructuring advice, and ongoing governance support.

Schedule a Consultation +39 338 862 0718

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