Regulations

Below are links to the main official texts relating to the regulation of equity crowdfunding.

CONSOB rules and regulations

TUF - Legislative Decree no. 58 of 1998 and subsequent amendments. It is the document that regulates, together with the TUB, Italian finance.

Regulation - Consob Regulation no. 18592 on the raising of risk capital through online portals. This document, incorporating the regulatory changes made to the TUF, was the first in the world to regulate Equity Crowdfunding. The original version was updated on 26/06/2013 after a consultation by Consob to the various stakeholders.The Regulation was updated on 3 January 2018 with the amendments made by resolution no. 20204 of 29 November 2017.

Portals Register - This is the register kept by Consob of all equity crowdfunding portals authorised to operate in Italy. In order to exercise their activity, any portal must submit to Consob's supervision and must be present in this register.

DL Crescita 2.0 179/2012 - This was the law that started the process of the birth of the particular category of company called Innovative Startup, introducing particular rights and duties of this particular category of company. In addition, this decree amended the TUF by introducing Equity Crowdfunding for the public offering of shares of innovative start-ups.

Interministerial Decree 30/01/2014 - This law introduces and regulates in our legal system the possibility of offering through equity crowdfunding portals not only shares of innovative start-ups and SMEs but also shares of UCITS and corporations that invest primarily in innovative start-ups. The purpose of the regulation is to offer retail customers products, specialised in innovative start-ups, that are diversified and managed by professionals in the sector.

DL 3 24/01/2015 (Investment Compact) - Following the sluggish performance of the Equity Crowdfunding market, with this decree the legislator has introduced some novelties to stimulate the market. The main changes introduced are: the creation of Innovative SMEs and the possibility of offering their shares on Equity Crowdfunding portals, an alternative share transfer regime, the creation of a computer portal by the Ministry of Economic Development to provide information to the world of Startups and Innovative SMEs and others.

Investor warning prepared by ESMA - It is a document created by the Financial Market Supervisory Authority that identifies all the requirements of industry players as well as all the risks of the Equity Crowdfunding market.

MiFID - MiFID is a European regulation implemented in Italy in 2007, aimed at creating a competitive and uniform ground among financial intermediaries in the European Union. The linked document is a simplified explanation of the regulatory framework.

ESMA Investment Crowdfunding Opinion - Publication of findings from European market analysis and short report from the European Financial Markets Authority on investment crowdfunding.

Innovative Startup

Startup Innovative - Link to a section of the website of the Ministry of Economic Development that analyses in detail technical and regulatory features, advantages, disadvantages, rights and duties of innovative startups.

Dl crescita 2.0 - It was the law that started the process of the birth of the particular category of companies called Innovative Startup, introducing particular rights and duties of this particular category of companies. Moreover, this decree amended the TUF by introducing Equity Crowdfunding for the public offering of shares of innovative startups.

Innovative Startups Policy Summary Sheet - This is a summary sheet, drafted by the Ministry of Economic Development, which can be downloaded in PDF format, summarising all the features of innovative startups.

Italia Startup Visa - This is a summary sheet, drafted by the Ministry of Economic Development, downloadable in PDF, which summarises in a few pages the Italian government's policy to attract foreign innovative entrepreneurs.

Fondo Centrale di Garanzia per PMI e Startup innovative - This is a summary sheet, drafted by the Ministry of Economic Development, downloadable in PDF, which summarises simplified procedures and criteria designed to facilitate start-ups, innovative SMEs and certified incubators in finding the financial resources necessary for their development.

Link 1: Innovative Startups from the Companies Register

Innovative SMEs

Innovative SMEs - A link to a section of the website of the Ministry of Economic Development that analyses in detail the technical and regulatory features, advantages, disadvantages, rights and duties of innovative SMEs.

Investment Compact - This is a summary sheet, drafted by the Ministry of Economic Development, downloadable in PDF, which summarises all the features of innovative SMEs.

Innovative SME Policy Summary Sheet - This is a summary sheet, prepared by the Ministry of Economic Development, downloadable in PDF, which summarises all policies supporting innovative SMEs.

Central Guarantee Fund for Innovative SMEs and Start-ups - This is a summary sheet, prepared by the Ministry of Economic Development, downloadable in PDF, which summarises simplified procedures and criteria designed to facilitate start-ups, innovative SMEs and certified incubators in obtaining the financial resources necessary for their development

SME

The small and medium-sized enterprise referred to in Article 2(1)(f), first indent, of Regulation (EU) No 2017/1129 of 14 June 2017 is the company that meets at least two of the following three criteria: average number of employees during the financial year of less than 250, balance sheet total not exceeding €43,000,000 and annual net turnover not exceeding €50,000,000.

UNDERTAKINGS FOR COLLECTIVE INVESTMENT (OICR) INVESTING PRIMARILY IN INNOVATIVE START-UPS AND INNOVATIVE SMES

Article 2(1)(e-ter) of Consob Regulation 18592/2013 defines an UCI that invests primarily in small and medium-sized enterprises as an undertaking for collective investment that invests at least 70% of its capital in small and medium-sized enterprises.

Article 1 of Legislative Decree no. 58 of 24 February 1998 (Consolidated Law on Finance, abbreviated as "TUF") provides all the definitions needed to understand what is meant when talking about UCITS:

“......

i) "società di investimento a capitale variabile" (Sicav): open-ended UCIs constituted as joint stock companies with variable capital with registered office and general management in Italy having as their exclusive object the collective investment of assets raised through the offer of their own shares

i-bis) "società di investimento a capitale fisso" (Sicaf): a closed-end UCI constituted in the form of a public limited company with fixed capital with registered office and general management in Italy the exclusive object of which is the collective investment of the assets raised through the offer of its own shares and other participatory financial instruments

j) "mutual fund" means an UCI constituted in the form of autonomous assets, divided into units, established and managed by a manager;

(k) "Undertaking for collective investment" (UCI) means an undertaking set up for the purpose of providing collective investment management services, the assets of which are gathered from a number of investors through the issue and offering of units or shares, managed upstream in the interests of investors and independently of investors and invested in financial instruments, debt claims, including those paid out of the UCI's assets, shares or other movable or immovable assets, in accordance with a pre-determined investment policy10;.

k-bis) "open-ended UCI" means an UCI whose participants have the right to request the redemption of units or shares out of the UCI's assets in the manner and at the frequency laid down in the UCI's fund rules, by-laws and offering documents

k-ter) "closed-end UCIs" means UCIs other than open-end UCIs;

l) "Italian UCIs": mutual funds, Sicavs and Sicafs

n) "collective investment management" means the service provided through the management of OICR and related risks.

o) "società di gestione del risparmio" (SGR): the joint stock company with registered office and general management in Italy authorised to provide the service of collective investment management;

.....”

CORPORATIONS INVESTING PRIMARILY IN INNOVATIVE START-UPS AND INNOVATIVE SME'S

Article 2(1)(e-quater) of Consob Regulation 18592/2013, as amended, defines capital companies that invest predominantly in small and medium-sized enterprises as capital companies whose financial fixed assets, recorded in the last deposited balance sheet, consist of at least 70% of financial instruments of small and medium-sized enterprises.

RAISING CAPITAL THROUGH ONLINE PORTALS '(EQUITY CROWDFUNDING)

In the overall design of the legislator, the collection of capital through online portals (equity crowdfunding) is seen as a tool that can encourage the development of entrepreneurship and innovation through rules and funding methods that can exploit the potential of the Internet.

The Decree Ccrescita bis introduced in the Consolidated Finance Act (Legislative Decree n. 58 of 24 February 1998) the necessary amendments to activate the legal institution related to the collection of capital through online portals and, in particular, art.50 quinquies "Management of portals for the collection of capital for small and medium-sized enterprises and social enterprises and art.100- ter "offers through portals for the collection of capital".

Following the regulatory delegation received, on the basis of the aforementioned articles of the Consolidated Law on Finance, Consob adopted, with resolution No. 18592 of 26 June 2013, the "Regulation on the raising of risk capital through online portals", updating it with subsequent supplementary and/or amending resolutions, up to the text currently in force. The Regulation (referred to in the pages of this website as "Consob Regulation") is the reference implementing text for the regulation of the collection of capital through online portals in Italy.

The main legal and regulatory provisions and other relevant documents concerning the raising of capital through online portals are listed below.