Joint Ventures 2026 Comparisons

In 2026, joint venture (JV) activity in the Italian market and involving Italian companies continues to be shaped by geopolitical tensions and macroeconomic shifts.

The conflicts in Ukraine and the Middle East, together with increasing trade tensions and US tariffs, have encouraged investors to favour politically stable jurisdictions and to diversify markets and supply chains through cross-border JVs, particularly in export-oriented sectors such as agriculture, pharmaceuticals and manufacturing.

Following the European Central Bank’s monetary policy leading to a rise in interest rates in June 2026 in response to renewed inflationary pressures linked primarily to higher energy prices, financing conditions remain volatile and continue to favour selective investment and risk-sharing structures.

Against this backdrop, JVs continue to provide an effective means of sharing investment costs and execution risks, accessing complementary technologies and local expertise, and facilitating market entry while preserving strategic flexibility. Private equity-led buy-and-build strategies are also expected to continue driving the consolidation of fragmented Italian SMEs through JVs.

Looking ahead to late 2026 and 2027, JV activity is expected to remain robust, particularly in sectors aligned with national priorities such as the National Recovery and Resilience Plan (NRRP) and the “Made in Italy” initiative, including energy and infrastructure, AI, digital infrastructure, defence, advanced manufacturing and supply-chain resilience. JV activity is also seen as a way to open new markets and support the export needs of Italian manufacturing companies.

Recent Italian JVs have focused on industrial manufacturing (including defence), the service industries (especially those supporting large multinational conglomerates), healthcare and technology.

Development trends include government-controlled industries (such as defence and aerospace) where the needs of relevant certifications and approvals (also from third-party suppliers) have to be taken in due consideration.

There has been a specific focus on establishing JVs for the development of AI data centre campuses and infrastructures. These activities are driven by the NRRP and new EU/Italian regulations (eg, the EU AI Act), which are rapidly evolving.

Following the EU AI Act (Regulation (EU) 2024/1689), JVs involved in the development or deployment of AI should clearly allocate regulatory roles and compliance responsibilities relating to AI governance, technical documentation, conformity assessment and post-market monitoring.

Furthermore, the revised EU product liability regime increases the relevance of contractual allocations concerning defective software, AI-enabled products, technical documentation, data access, insurance and claims management.

Technology JVs should also assess the GDPR, the Data Act, the Cyber Resilience Act and, where applicable, NIS2 or DORA. JV and ancillary agreements should therefore allocate responsibilities for data access, cybersecurity, incident management, regulatory reporting and product compliance.

Data sharing, localisation and GDPR compliance are crucial, necessitating legally binding data sharing agreements. Italian foreign direct investment (FDI) law (Golden Power) grants the government special powers in strategic sectors, eg, 5G (see 3.3 Sanctions, National Security and Foreign Investment Controls). This, together with the expanding impact of export control regulations, makes JVs with foreign partners geopolitically sensitive and highlights the need to pay explicit attention to data residency and supply chain sourcing.

Within the Italian jurisdiction, there are two types of JV, as described below.

Contractual JVs

A contractual JV is established through an agreement between the parties, defining the parties’ roles, their obligations and the project’s duration, without creating a separate legal entity. This structure reduces set-up costs and allows greater flexibility and control. It also facilitates easier exit if the project fails. However, each party remains fully liable for JV-related obligations, and the limited operational integration may reduce synergies and complicate resource allocation, including the hiring of dedicated personnel.

Corporate JVs

A corporate JV involves the incorporation of a separate legal entity by the co-venturers to carry out a joint project. Ownership can be equally shared or majority-held. Governance is regulated by a shareholders’ agreement and reflected in the company’s by-laws, which are enforceable against third parties and remain valid even after the agreement expires.

The selection of the legal form to be used to incorporate a corporate JV depends on the size, scope and objectives of the venture, as well as the desired level of control and liability among the co-venturers. The legal forms commonly used are:

• the limited liability company (società a responsabilità limitata ‒ S.r.l.), which is characterised by a more flexible structure with a minimum share capital of EUR10,000 (although it is also possible to incorporate limited liability companies with lower capital where all shareholders are natural persons); and
• the joint stock company (società per azioni ‒ S.p.A.), which is a more rigid structure requiring a minimum share capital of EUR50,000.

Another legal form that may be used in structuring JV transactions is the partnership limited by shares (società in accomandita per azioni – S.a.p.A.), which combines features of partnerships and joint stock companies. It requires a minimum share capital of EUR50,000, at least one general partner with unlimited liability who is responsible for the management of the company, and one or more limited shareholders whose liability is limited to their capital contribution (as further specified under ‘Regulatory Developments’ in 4.1 Notable Recent Decisions or Statutory Developments).

The corporate JV assumes liability towards third parties, provides a clear legal framework, and allows for pooling of resources, better access to financing, and issuance of equity or debt instruments.

However, incorporation involves higher set-up costs and reduced flexibility in governance changes or exit, and may lead to partial loss of direct control, though this can be mitigated through tailored governance clauses in the shareholders’ agreement and by-laws.

Other Legal Structures

Network of enterprises

A network of enterprises (rete di imprese) requires a contractual agreement, established under Article 3 of Legislative Decree 5/2009, which regulates collaboration between two or more independent businesses on specific projects or initiatives, without the need to establish a separate legal entity. This structure allows companies to share resources, expertise and knowledge while maintaining their autonomy and market presence. Implementation requires the adoption of a network programme, which is executed by the network itself.

This type of structure is often used when businesses are interested in monitoring and ensuring standards in the production process, leading to specific certifications (eg, “Made in Italy”).

Temporary association of enterprises

A temporary association of enterprises (associazione temporanea di imprese) is an aggregation of two or more companies formed to carry out a specific activity, with a duration limited to the time necessary for its completion. Each company participating in the association gives a collective mandate to one of them, the so-called group leader company, which acts on behalf of the association to achieve the common objective.

The primary purpose of these associations is to participate in public tenders and private contracts. Italian regulations do not provide a comprehensive framework governing them, but set forth sector-specific rules, notably in the context of public procurement projects.

The choice between a contractual and corporate JV hinges on several key factors:

• assessing the financial needs of the project and the relevant forms of financing (equity, third-party financing, public grants, etc);
• determining whether the JV will operate under a limited or unlimited liability regime, depending on the risks involved;
• establishing the governance structure;
• reviewing the competitive landscape to ensure the JV activities do not conflict with the partners’ existing businesses;
• clearly identifying and agreeing upon the contributions (financial, operational, technical, etc) that each co-venturer will bring to the JV; and
• determining the nature and duration of the project ‒ contractual JVs are typically more suitable for short-term projects, whereas corporate JVs are preferred for long-term initiatives.

Moreover, it is crucial to analyse the potential tax implications of the JV to ensure efficiency and compliance with applicable tax laws. The primary consideration is the distinction between a contractual JV and a corporate JV, as their tax treatment differs significantly.

Corporate JVs (eg, S.p.A., S.r.l. and S.a.p.A.) are treated as separate legal entities for tax purposes and are subject to standard Italian corporate taxes:

• IRES (corporate income tax) – the current rate is 24%, applied to the company’s profits.
• IRAP (regional tax on productive activities) – a regional tax on net production value, with a standard rate of around 3.9%, which can vary by region.

Dividends distributed by the JV to the co-venturers are subject to taxation at the shareholder level. For corporate shareholders in Italy, a significant portion of the dividend is generally exempt from IRES under the dividend exemption regime. For foreign shareholders, tax treaties and EU directives may provide for reduced withholding tax rates.

In contractual JVs, the income pertaining to each JV member constitutes its direct taxable income. This structure does not create the “double taxation” effect that can occur in a corporate JV (once at the company level and again on dividends).

Tax Incentives

Italy offers various tax incentives that can be relevant for JVs, especially those in specific sectors or engaged in R&D:

• R&D tax credits – JVs investing in research and development can benefit from tax credits.
• Patent box – this incentive provides a tax exemption on income derived from the use of certain intangible assets, such as patents and trade marks.
• Special economic zones (SEZs) – JVs located in certain SEZs in certain areas of Italy may be eligible for tax credits and other financial benefits.

Main Regulators

The key regulatory authorities are:

• the EU, which establishes the legal framework concerning specific areas, such as antitrust and anti-money laundering (AML);
• the Italian Antitrust Authority, which possesses broad investigative powers in relation to competition within the national market;
• the Italian government, which holds veto power over transactions involving companies engaged in strategic activities or holding assets strategic to the national interest;
• Consob, which regulates and supervises the orderly functioning and integrity of Italian financial markets;
• the Bank of Italy, which oversees the regulation and supervision of financial intermediaries and ensures their compliance with applicable laws; and
• the Italian Tax Authority, which ensures tax compliance by overseeing the collection of tax revenues.

Main Statutory Provisions

Contractual JVs lack specific establishment regulations. The JV agreements, as civil-law contracts, are regulated by the statutory provisions of the Italian Civil Code on obligations and contracts (Articles 1173 to 1986).

For corporate JVs, the main statutory provisions are contained in the Italian Civil Code, Articles 2188 to 2642.

Additionally, depending on the specific industry in which the JV operates, the JV may be governed by specific regulations, such as those applicable to financial institutions, healthcare providers, tech companies or critical infrastructures.

AML legislation is mainly regulated by the Legislative Decree No 231/2007, which implements the relevant EU legislation and establishes measures to prevent money laundering and terrorism financing.

Key obligations provided by Legislative Decree No 231/2007 include:

• the appointment of an AML officer;
• the reporting of suspicious transactions to the Financial Intelligence Unit; and
• the adoption of corporate policies to ensure compliance with the regulations and the adoption of internal control systems proportional to the company’s risk profile.

The EU AML package adopted in 2024 is progressively becoming operational. In particular, the Anti-Money Laundering Authority (AMLA), established under Regulation (EU) 2024/1620, will progressively assume supervisory functions over high-risk financial entities and co-ordinate the application of the new EU AML framework.

In February 2026, AMLA published its first Single Programming Document for 2026–2028, setting out the roadmap towards its full operational capacity. The document identifies five priorities for 2026, including the implementation of the new EU AML framework, the development of AMLA’s supervisory functions and the enhancement of its risk analysis capabilities.

Furthermore, by 2027, the first entities subject to AMLA’s direct supervision are expected to be selected.

Foreign Direct Investments and Golden Power Regulations

Italy’s “Golden Power” regime (Law Decree No 21/2012) grants the government power to block FDIs and corporate transactions concerning assets or activities in strategically relevant sectors, including defence, national security, energy, communications, transport, health, data, financial infrastructure and critical technologies. Accordingly, the establishment of a JV or the acquisition of joint control over a company holding strategic assets may require a filing, even in the absence of an acquisition of sole control.

The intervention powers granted to the government are essentially as follows:

• opposition to the acquisition of shareholdings;
• veto on the adoption of corporate resolutions; and
• imposition of specific requirements and conditions.

Recent developments include the introduction of a pre-notification mechanism, enabling parties to obtain a preliminary assessment of whether a transaction falls within the scope of the Golden Power regime before making a formal filing. This mechanism is intended to reduce interpretative uncertainty and facilitate transaction planning.

The regime continues to be actively enforced, with a slight increase in the exercise of the government’s special powers during the last year (see 4.1 Notable Recent Decisions or Statutory Developments).

At the EU level, Regulation (EU) No 2019/452 establishes a framework for screening FDIs across the EU. This Regulation complements the existing Italian legislative framework, and it mandates EU member states to report FDIs to the European Commission.

Foreign Subsidies Regulation

The Foreign Subsidies Regulation (Regulation (EU) 2022/2560) enables the European Commission to investigate and address foreign subsidies that distort competition within the EU, ensuring a level playing field. Acquisitions, mergers and JVs involving EU targets must be notified to the Commission if they meet specified criteria summarised below:

• EU-wide turnover – the target company or JV EU-wide turnover is equal to at least EUR500 million; and
• foreign financial contributions – the parties to the transaction must have received combined financial contributions from non-EU countries totalling at least EUR50 million in the past three years (these contributions can include state guarantees, equity, loans, tax benefits, project grants or revenues from sales to state entities).

Italy in Support of Ukraine

The EU has adopted extensive sanctions and restrictive measures, both autonomously and in implementation of UN Security Council resolutions.

In particular, the sanctions imposed against Russia and Belarus continue to restrict transactions with sanctioned persons and entities, including certain entities owned or controlled by designated persons. These measures are complemented by extensive export control rules, making sanctions and export control due diligence an essential aspect of cross-border JV transactions.

According to Law No 287/1990, establishing a JV ‒ whether through the incorporation of a new company or through acquisition ‒ can result in a concentration, triggering merger control scrutiny by the Italian Antitrust Authority (IAA). A corporate JV qualifies as a concentration where it operates as a full-function undertaking; ie, it has sufficient resources, operational autonomy and a lasting market presence.

The creation of a full-function JV requires prior notification to the IAA under the following circumstances:

• the aggregate turnover of the involved companies in Italy exceeds EUR595 million; and
• the aggregate turnover of at least two of the involved companies in Italy exceeds EUR36 million each.

The IAA may also require notification of certain below-threshold transactions within six months of completion where the statutory conditions are met and concrete competition concerns arise.

Italian merger control rules transpose into national law the provisions of Council Regulation (EC) No 139/2004. Therefore, they should be interpreted in conjunction with the principles established by the European Commission and EU courts.

Even if a JV does not trigger a merger review, a contractual or corporate JV may still need an assessment under the rules concerning anti-competitive agreements to exclude clashes with applicable regulations.

Although Italian law does not explicitly regulate listed companies participating in JVs, the general rules applicable to listed companies still apply to such entities, including the rules on market abuse (preventing insider trading by requiring disclosure of price-sensitive information) and, in general, financial information disclosure.

Consequently, with reference to statutory information obligations, listed parties participating in JVs are obliged to disclose relevant information to the public and to Consob to ensure transparency for investors and for the market.

Italian legislation sets forth disclosure requirements related to the ultimate beneficial owner (UBO).

Under Italian laws, the UBO of a company is the individual(s) who:

• directly hold(s) more than 25% of the company’s corporate capital; or
• indirectly own(s) more than 25% of the company’s corporate capital through controlled companies, fiduciary companies or an intermediary.

If the ownership structure does not clearly allow the identification of the individual with direct or indirect ownership, the UBO is identified as the individual(s) holding the majority of voting rights at shareholders’ meetings or exercising dominant influence over the company through contractual agreements or other mechanisms. Should all reasonable efforts to identify the UBO prove unsuccessful, the legal representative of the company will be considered the UBO.

Inter Ministerial Decree No 55 of 11 March 2022 provides for the establishment of the register of beneficial owners (the “UBO Register”) in Italy. According to this Decree, the information relating to the UBOs shall be communicated to the Companies Register Office of the territorially competent Chamber of Commerce by the legal representative of the company, exclusively online.

Following litigation concerning the implementing framework and a ruling by the Court of Justice of the European Union (see 4.1 Notable Recent Decisions or Statutory Developments), Legislative Decree No 210/2025 revised the framework governing access to the UBO Register. However, the mandatory filing regime has not yet been fully implemented, and the relevant filing obligations remain suspended. Under the revised framework, access by private parties is subject to the existence of a specific legal interest and to showing that access is necessary to pursue or defend a legally protected interest.

Significant Recent Decisions

A significant recent decision concerns the UBO Register. In joined Cases C-684/24 and C-685/24, 21 May 2026, the Court of Justice of the European Union clarified the conditions under which EU member states may restrict access to beneficial ownership information, confirming that access may be limited to persons with a legitimate interest provided that effective judicial protection is ensured. The judgment has led to further adjustments to the Italian regime, although the mandatory filing obligations have not yet been activated (see 3.6 Transparency and Ownership Disclosure).

Moreover, the Italian Court of Cassation (Judgment No 11964/2025) clarified the corporate law applicable to EU companies operating across borders. Relying on the Court of Justice’s interpretation of the freedom of establishment, the Court held that Article 25 of Law No 218/1995 cannot be construed as subjecting a company incorporated in another EU member state to Italian corporate law solely because its administrative seat or principal business is located in Italy. The judgment confirms that Italian courts must apply the corporate law of the state of incorporation, strengthening legal certainty for cross-border businesses within the EU.

The Italian Council of State (Judgment No 2180 of 16 March 2026) confirmed the broad scope and cross-border reach of the government’s powers under the Golden Power regime by upholding the veto on a proposed JV between an Italian start-up and a Chinese company. The JV was intended to develop and commercialise in China an innovative civil aircraft prototype based on technology developed by the Italian company. The Court held that the veto was justified to protect strategic technological know-how, notwithstanding the civilian nature of the project, given its potential military applications.

Regulatory Developments

A significant recent legislative development is the introduction of the partnership company (società di partenariato) under Legislative Decree No 47 of 27 March 2026, implementing the Capital Markets Law as part of a broader reform of the Consolidated Law on Finance (Testo Unico della Finanza – TUF).

The new vehicle is intended to facilitate private capital investment in Italian businesses, particularly SMEs and start-ups, through a structure specifically designed for private equity and venture capital. Said investment vehicle must be incorporated as a partnership limited by shares (società in accomandita per azioni – S.a.p.A.) and grants separation between investment management, entrusted to one or more general partners with unlimited liability, and investors, whose liability is limited to their capital contributions. Inspired by international limited partnership structures, the new vehicle may, generally speaking, serve as an instrument to raise private capital from investors, which in turn could be deployed to fund JV initiatives.

Establishing a JV requires a structured and multi-stage process. To guide discussions, the co-venturers typically focus on the definition of the following preliminary documents:

• a non-disclosure agreement protecting confidential information;
• non-binding heads of terms recording the principal commercial and legal terms; and
• exclusivity arrangements preventing parallel negotiations.

Market-Standard Provisions

At the preliminary stage, the parties usually agree on a clear definition of the JV’s structure, its scope and the role of each party, the required due diligence and necessary regulatory approvals, as well as any bridge financing to support the initial phase of the project. The parties often agree to a binding mutual exclusivity to prevent parallel negotiations with third parties, and they include confidentiality clauses to protect shared sensitive information. Governing law and jurisdiction are also usually specified early on to avoid future disputes over applicable law or forum.

Moreover, when a corporate JV is established through investment in an existing entity or the contribution of businesses or assets of the co-venturers to the JV entity, a full due diligence on the target/assets to be contributed may be carried out before proceeding with the signing of the final agreements.

A corporate JV must be registered with the Companies Register within 30 days of incorporation, typically on the closing date. Key JV information (name, statute, legal seat, corporate capital, identities of co-venturers and legal representatives) must be submitted and remain publicly available. Registration grants the corporate JV legal personality, allowing it to hold rights and obligations.

No additional disclosure requirements are applicable to JVs under Italian law, unless filings are specifically required under FDI regulations (see 3.3 Sanctions, National Security and Foreign Investment Controls), antitrust legislation (see 3.4 Competition Law and Antitrust), listed company regulations (see 3.5 Listed Companies and Market Disclosure Rules) or other sector-specific regulations.

For listed companies, a detailed preliminary JV agreement, even if subject to conditions, is typically considered price-sensitive and requires informing authorities and the market.

Conditions Precedent

In Italy, JV agreements commonly include conditions precedent (CPs) that must be satisfied or waived before closing. These are tailored to the specific JV and may include the following:

• Regulatory approvals – mandatory clearances (eg, antitrust or FDI notifications that are generally outside the parties’ control).
• Third-party consents – required under by-laws, shareholders’ agreements, or key contracts with third parties (eg, lenders or suppliers) in the case of ownership changes.
• Contractual conditions – negotiated provisions addressing deal-specific risks, such as successful due diligence or absence of a material adverse change (MAC).

If a CP is not met, the contract does not become effective and the benefiting party cannot claim damages. Under Italian laws, parties must still act in good faith in the timeframe leading to CP satisfaction, to avoid pre-contractual liability.

Material Adverse Change and Force Majeure

MAC clauses, increasingly present in Italian JV agreements, are aimed at allocating the risk of unforeseen events occurring between signing and closing that could significantly harm the commercial viability of the transaction.

MAC clauses are typically triggered by adverse changes in the project’s business, financials or operations and often operate as a CP to the execution of the project. In the current scenario, in cross-border JV agreements, MAC clauses may address provisions related to negative impact of tariffs, wars/embargos or other force majeure events, which operate not only between signing and closing, but also during the lifetime of the JV, to grant partners for flexibility to adjust the terms of the transactions in these specific circumstances.

To be enforceable, MAC clauses must rely on objective and verifiable criteria, such as financial thresholds or defined triggering events, and avoid vague, discretionary language. Italian law (Article 1355 of the Italian Civil Code) considers void any CP solely dependent on one party’s discretion.

The JV agreement constitutes the fundamental legal instrument governing the establishment and operation of the JV.

Contractual JV

A contractual JV is established upon the signing of a JV agreement, setting forth the JV’s objectives and the respective rights and obligations of the co-venturers.

Corporate JV

Once the CPs have been satisfied, the co-venturers incorporate the JV through the following steps:

• the holding of a meeting before a notary public to adopt several corporate resolutions, including the adoption of the by-laws and the appointment of the management body;
• the execution of any agreed-upon capital contributions to the JV vehicle, noting that the minimum capital varies depending on the selected company form – (i) S.r.l.: EUR10,000 (or as low as EUR1 for a simplified S.r.l.); or (ii) S.p.A. and S.a.p.A. (also known as a partnership company): EUR50,000;
• within 30 days of incorporation, the registration of the company with the Companies Register (see 5.2 Disclosure Obligations); and
• depending on the nature of the business and the industries involved, the obtaining of any licence and authorisation necessary to carry out the business.

There are generally no restrictions on foreign entities participating in JVs, provided that reciprocity requirements are met. However, specific sectors may require compliance with additional regulations or approvals.

Once established, the JV can begin operations according to the agreed business plan, while ensuring compliance with applicable laws and regulations.

Contractual JV

As outlined in 2.1 Typical JV Structures and 5.4 Legal Formation and Capital Requirements, the terms of a contractual JV are documented within the JV agreement entered into between the co-venturers, which typically regulates:

• co-venturer identification;
• scope and roles (clarifying no partnership intent);
• contribution obligations (financial, resources, tech, personnel);
• decision-making procedures;
• profit allocation;
• IP licensing for JV development;
• co-venturer liabilities (inter se and third-party);
• termination and consequences; and
• applicable law and venue for disputes.

Corporate JV

As described in 2.1 Typical JV Structures and 5.4 Legal Formation and Capital Requirements, the JV agreement sets out the main terms of the transaction and usually includes the following annexes:

• a shareholders’ agreement;
• a draft of the company’s by-laws (reflecting, to the maximum extent permitted by the law, the provisions of the shareholders’ agreement); and
• any potential commercial agreement to be entered into between the JV and the co-venturers (eg, manufacturing agreements, supply and distribution agreements and management service agreements).

The JV agreement usually regulates the essential terms of the transaction, including, mutatis mutandis, provisions equal to those set out in the contractual JV agreement.

The JV agreement sets out the main terms of the transaction and usually includes the following annexes:

• procedures for securing additional funding and each shareholder’s obligation or right to contribute;
• governance structure;
• each co-venturer’s rights relating to the management of the company, including appointment rights and attribution of powers;
• the decision-making procedures and voting thresholds for major decisions;
• deadlocks and dispute resolution mechanism(s);
• rules on transfer of shares, including limitations on transfer, right of first refusal, drag-along and tag-along mechanism;
• exit strategy;
• discipline on distribution of dividends;
• control rights; and
• regulation on the winding-up and liquidation of the JV.

The Italian regulatory framework (including, for instance, the possibility to issue special classes of shares, grant specific rights to each co-venturer and allocate profits) offers great variety and flexibility in structuring by-laws tailored to the needs of the project.

Contractual JV

Contractual JV decisions are typically made by mutual agreement. The JV agreement may permit independent activities by one co-venturer, provided that regular reports are shared for transparent progress tracking.

Corporate JV

Corporate JVs generally have two decision-making levels: the shareholders’ meeting and the management body. In particular, the shareholders, while not having a managerial role, have certain approval rights over the following decisions:

• the approval of the financial statements and distribution of profits;
• the appointment of directors and the determination of their consideration;
• the appointment of statutory auditors and the determination of their consideration;
• amendments to the by-laws, including decisions to substantially amend the corporate purpose and the introduction or amendment of special rights (diritti particolari) or classes of shares (categorie di quote/azioni) granted to specific shareholders;
• authorisation to proceed with the purchase by the JV, for consideration equal to or greater than one-tenth of the share capital, of assets or receivables from co-venturers or directors within two years of the company’s incorporation (so-called hazardous purchases, acquisti pericolosi);
• waiver or settlement of liability claims brought against directors (which requires the consent of a majority of shareholders representing two-thirds of the share capital); and
• reduction of share capital due to losses.

Resolutions generally pass with a majority shareholder vote. However, by-laws/JV agreements can require higher quorums or grant minority shareholders veto power for certain matters. Voting rights can also be allocated disproportionately.

The management body exclusively manages the JV’s business. The shareholders’ meeting can appoint a sole director or a board of directors.

In the case of appointment of a board of directors, as detailed in 7.2 Duties and Functions of JV Boards and Directors, the decisions are usually taken by majority vote and every director has one vote. The JV’s by-laws may provide that a decision on specific relevant matters will be adopted with:

• unanimity of consent;
• an enhanced quorum; or
• the favourable vote of at least one director appointed by the minority shareholder (so-called veto power).

In the event of a tie within the board of directors, the chairperson or another member may be granted the right to cast a deciding vote (commonly known as a “casting vote”).

JVs can be financed via equity (shareholder contributions – typically cash, or non-cash with valuation reports confirming the values of the in-kind contributions made by the members) or debt (loans from financial institutions, lenders or shareholders).

Shareholder loans under Italian law are typically subordinated and, in certain circumstances, their repayment may be subject to claw-back actions. Depending on the JV’s structure, bonds or other debt instruments may also be issued.

Italian laws allow issuance of special classes of shares or the attribution of specific rights to members (as the case may be) with rights which are not proportionate to the contributions made by the members (eg, shares with limited voting rights), so that it is possible for the funding member to provide capital without altering the ownership and voting structure of the company.

As referred to in 6.1 Drafting and Structure of the Agreement, the JV agreement usually sets out specific mechanisms to resolve deadlock situations, which can be generally classified into different categories.

Deadlock resolution can involve:

• negotiation clauses, such as granting a casting vote or appointing an independent arbitrator;
• buy-sell provisions, facilitating share transfer and leading to a co-venturer’s exit. Common buy-sell options include the following:
1. Russian roulette clauses – one co-venturer proposes a price; the other can accept or counter with the same offer.
2. Texas shootout clauses – co-venturers submit offers to an independent expert; the highest offer buys shares.
3. Put/call options – one co-venturer is obliged to sell or buy shares at a set price.

Depending on the JV’s business, the following ancillary agreements may also be entered into:

• shareholders’ agreements;
• directorship agreements or employment agreements;
• IP assignments or licence agreements;
• asset transfer agreements;
• manufacturing agreements;
• supply and distribution agreements or agency agreements;
• management service agreements or service-level agreements;
• real estate lease agreements; and
• loan agreements with shareholders or third parties.

Usually, a draft of these agreements, agreed upon by the co-venturers, is attached as an annex to the executed version of the JV agreement.

The rights and duties of co-venturers are primarily defined in the JV agreement and typically include the following:

• Profit and loss allocation rules – By default, profits and losses are shared in proportion to each party’s contribution. Any agreement that entirely excludes a party from both profits and losses (pactum leoninum) is null and void. Co-venturers are free to deviate from the default rule, provided that each has some share in both profits and losses.
• Governance and decision-making – This covers each co-venturer’s rights regarding the governance of the company and regarding decision-making processes.
• Information rights – This refers to the rights attributed to each co-venturer to access information about the JV’s activities, financials and management. For the information rights attributed by Italian law to the parties of a corporate JV, see 6.7 Minority Protection and Control Rights.
• Non-competition clauses – These are restrictions on co-venturers from competing with the JV’s business and/or with each other’s business for a specified period or within a defined geographical area.

Liability for Debts and Obligations

The liability of the JV participants depends on whether they have formed a corporate JV or a contractual JV.

For corporate JVs, the company itself is liable for its debts and obligations. The co-venturers have limited liability, meaning their liability is capped at the value of their subscribed capital.

For contractual JVs, the co-venturers are liable for the obligations pertaining to the activities they perform, with joint and several liability. This can be contractually structured to facilitate relations with third parties, allowing them to secure the fulfilment of obligations by all JV partners jointly.

Minority investors may negotiate the following protection rights:

• Veto rights, preventing the majority from making significant changes without the minority’s consent – These rights are usually enshrined in the JV’s by-laws and/or the JV agreement and apply to a predefined list of “reserved matters” (eg, amending the by-laws, issuing new shares or altering the share capital, approving the business plan).
• Information rights – S.r.l. non-managing shareholders have broad information and document examination rights, while S.p.A. shareholders have more limited inspection rights. JV agreements may further strengthen minority oversight through enhanced reporting and board observer rights.
• Tag-along right – This right allows the minority members of a corporate JV to “tag along” on the sale and sell their shares at the same price and on the same terms as the majority, preventing them from being left behind with a new, potentially undesirable partner.
• Exit rights – The JV agreement could also include clear provisions for a minority partner’s exit, such as put options, which allow the minority to sell their shares to the majority at a predetermined price or valuation in specific circumstances. These rights provide an escape mechanism if the JV fails to meet its goals or if a dispute arises.

Under Italian law, all of the above rights can be implemented through the issuance of special classes of shares or through the attribution of special rights to minority members (as the case may be, depending on the JV corporate form), fully enforceable against third parties.

Applicable Law

In the context of international JVs involving Italian parties, assets or operations, the selection of governing law and dispute resolution mechanisms is a key aspect of the negotiation process. These choices can have a significant impact on the enforceability of rights, the predictability of outcomes and the overall stability of the JV arrangement.

It is advisable for JV parties to explicitly choose both a substantive law (which governs the content and interpretation of the agreement) and a procedural law (which applies to the resolution of disputes).

While Italian law may be selected where the JV operates primarily in Italy or touches upon regulated sectors (such as energy, defence or strategic infrastructure), international JV partners often opt for neutral third-country law. The decision is usually influenced by the location of assets, the domicile of the parties and the territories where the JV performs its main activity. If the JV agreement provides for the incorporation of a foreign entity, it is necessary to ensure consistency and co-ordination between the applicable law chosen by the parties in the JV agreement and the statutory laws governing the JV entity.

Dispute Resolution

When it comes to the choice of forum, Italian courts are rarely selected in cross-border JVs. Most JV agreements involving foreign parties prefer arbitration procedures, typically administered under the rules of institutions such as the ICC, the LCIA or the Milan Chamber of Arbitration.

The absence of a clear agreement on the applicable procedural law or jurisdiction can lead to significant uncertainty. In such cases, courts will apply conflict-of-law rules – for instance, those under the Rome I Regulation (Regulation (EC) No 593/2008) on the law applicable to contractual obligations, or the Brussels I bis Regulation (Regulation (EU) No 1215/2012) on jurisdiction and the recognition and enforcement of judgments within the EU. This can lead to delays, parallel proceedings and higher enforcement risks, particularly if the JV operates across multiple jurisdictions.

Although Italy does not impose mandatory alternative dispute resolution (ADR) procedures for JV agreements in general, ADR mechanisms (such as mediation, negotiation or expert determination) are often included contractually. These are especially common in long-term, operational JVs where the preservation of the business relationship is important. In regulated sectors, specific administrative or regulatory conciliation procedures may apply before formal dispute resolution can be initiated.

Italy is also a party to major international instruments governing dispute resolution, including:

• the Washington Convention (ICSID), ratified by Law No 109/1970, which allows for the resolution of disputes between foreign investors and member states through international arbitration;
• the New York Convention, ratified by Law No 62/1968, which obliges contracting states to recognise and enforce arbitral awards rendered in other signatory countries; and
• the European Convention on International Commercial Arbitration, ratified by Law No 418/1970, which governs commercial arbitration between parties from different countries.

The board of directors is typically appointed by the shareholders’ meeting through a majority resolution, except for the first directors, who are appointed in the deed of incorporation.

The company’s by-laws can grant each co-venturer the right to appoint one or more directors and may also regulate the appointment of key roles such as the chairperson, vice-chairperson or managing directors. The by-laws also establish the minimum and maximum number of directors and the duration of their office, which may not exceed three financial years for S.p.A.s.

Directorships are typically held by individuals, but under Italian law, legal entities may also be appointed (though they must designate a permanent representative). There are no nationality or residency restrictions for directors, so foreign individuals can be appointed without limitation, subject to any sector-specific rules and reciprocity criteria being met.

To ensure board control or deadlock resolution, it is common to:

• allocate casting votes to one or more directors on specific matters; and/or
• negotiate voting rights and quorum rules to reflect the JV parties’ commercial balance.

Re-election is permitted unless expressly excluded by the by-laws. Directors may also be removed by shareholder resolution; however, removal without just cause entitles the director to compensation for damages.

The board manages the company, approves the business plan and budgets, oversees implementation and ensures that the company’s organisational structure is adequate.

The board of directors may delegate its functions to executive directors or executive subcommittees, which will have the authority and responsibility to manage the company within the scope of the powers granted to them and to ensure that the organisational, administrative and accounting structures are appropriate for the nature and size of the business.

The following duties and powers cannot be delegated by the board:

• issuance of convertible bonds and capital increases;
• preparation of the draft annual financial statements;
• actions to be taken in the event of losses eroding the share capital; and
• preparation of merger and demerger plans.

Directors are bound to execute their office in the company’s best interest and to safeguard the company’s assets. Therefore, in the case of a conflict of interest between the company’s interests and the interests of the co-venturer appointing the directors, the directors have to act for the exclusive benefit of the company, as better detailed in 7.3 Conflicts of Interest.

In addition, the directorship agreements between the JV and a director typically include non-compete clauses designed to prevent the director from engaging in competition with the company. Under Italian law, non-compete clauses must be limited in terms of scope, timing and territory.

Under Italian law, co-venturers are allowed to appoint directors to the JV. However, notwithstanding their appointment by a specific co-venturer, the directors must act in the best interests of the JV.

The Italian Civil Code distinguishes between the regulation of conflicts of interest in S.p.A.s and S.r.l.s.

• S.p.A. and S.a.p.A.: Directors are required by law to disclose any personal or third-party interests in company transactions to the board of directors and auditors. If a director with such an interest is also a managing director, they must abstain from the transaction and delegate it to the board. If they are the sole director, they must inform the next shareholders’ meeting. Decisions must be justified based on the company’s best interests.
• S.r.l.: Even though a prior information obligation is not required by law, contracts entered into by directors in conflict of interest and third parties may be voided at the company’s request if the third party was aware of the conflict.
• S.p.A., S.a.p.A. and S.r.l.: Board resolutions taken with the deciding vote of a director in conflict of interest, resulting in financial harm to the company, may be challenged within 90 days by the other directors or by the statutory auditors (if appointed).

Critical IP issues, such as IP ownership, licensing and protection, should be addressed between the co-venturers before establishing a JV.

Contractual JV

The JV agreement or ancillary agreements generally regulate:

• the licensing between the co-venturers of their respective IP rights needed to develop the JV’s scope (including trade names, trade marks, technology, patents, know-how, trade secrets and lists of clients);
• the attribution of ownership of the IP jointly developed by the co-venturers;
• the confidentiality undertakings mutually assumed by the co-venturers; and
• the consequences of the JV’s termination on IP rights.

Moreover, to protect their respective IP rights, each co-venturer typically agrees to co-operate with the other in preventing IP infringement. This may involve taking legal action against third parties that infringe on the JV’s IP rights or the IP rights of individual co-venturers.

Corporate JV

In the case of corporate JVs, the co-venturers may consider and regulate within the JV agreement or the ancillary agreements the following issues:

• definition of the JV name and execution of any licence of use for company names or trade marks needed for this purpose;
• decision on the transfer or licensing of IP rights owned by the co-venturers to the JV;
• rules governing the attribution of the ownership of the new IP developed by the JV;
• consequences of the liquidation or winding up of the JV on the IP rights and licences (if applicable); and
• procedures and rules to prevent IP rights infringement and possible strategies for resolving disputes relating to IP rights.

Licence agreements typically address:

• royalty clauses, specifying the financial arrangements regarding payments for the use of the IP;
• exclusivity provisions, addressing whether the licensee holds exclusive rights to use the licensed IP rights;
• territorial perimeter, specifying the area in which the licensee could use the IP rights;
• sublicensing rights; and
• duration clauses, outlining the term of the licence.

Transfer of IP

The transfer of IP to or from foreign entities must comply with applicable EU and national regulations, including those on export controls, data protection, foreign direct investments and Golden Power regulations (see 3.3 Sanctions, National Security and Foreign Investment Controls and 3.4 Competition Law and Antitrust). Additionally, cross-border transfers may trigger tax implications, such as transfer pricing rules, which require transactions to be at arm’s length.

In view of the JV’s objectives, the co-venturers should consider whether to assign or to license the use of the IP rights to the JV.

Assignment to the JV of the IP rights that may be executed through capital contribution or sale implies that the JV finally acquires the full ownership of the IP and the right to use it without any limitation. Therefore, following the assignment, the assigning co-venturer relinquishes any control over the IP rights and no longer benefits from any future profits derived from the assigned IP.

On the other hand, an IP licence allows the co-venturer to retain ownership and control over the IP rights and to detail the terms and conditions that govern the other party’s use of those rights. Furthermore, the IP licence provides the licensor with the right to receive compensation in the form of royalties or other fees for the JV’s exploitation of the licensed IP.

The licensor also has the ability to regain full ownership of these rights upon the termination of the JV agreement or in the event of a breach by the JV of the terms outlined in the licence agreement.

Thus, licensing the existing IP is often the most effective solution, subject to any relevant tax implications (for instance, transfer pricing rules on royalties in the case of an international JV).

The growing importance of ESG and the evolving regulatory framework require co-venturers to assess ESG-related risks and opportunities at the outset of a JV.

Appropriate governance arrangements and contractual ESG provisions can support compliance, sustainability objectives and effective risk management.

Main ESG Regulations

Italy, as an EU member state, has adopted an extensive regulatory framework on ESG matters, based essentially on EU legislation.

Italy has implemented the principal EU sustainability legislation into its domestic legal framework.

Legislative Decree No 125/2024 implemented the Corporate Sustainability Reporting Directive (CSRD) in Italy. The CSRD was subsequently amended by Directive (EU) 2026/470, which significantly narrowed the scope of mandatory sustainability reporting and revised the implementation timetable. Accordingly, companies should assess whether they fall within the revised reporting perimeter and comply with the applicable European Sustainability Reporting Standards.

Directive (EU) 2026/470 also amended the Corporate Sustainability Due Diligence Directive (CS3D), recalibrating companies’ due diligence obligations while maintaining the requirement for in-scope undertakings to identify, prevent and address adverse human rights and environmental impacts throughout their operations and, where applicable, their value chains.

On the social side, the EU Pay Transparency Directive (2023/970) entered into force in Italy on 7 June 2026, implemented through a specific legislative decree. It mandates equal pay for work of equal value, bans employers from asking candidates about their salary history, and introduces gender pay gap reporting duties.

In addition, Italian law recognises società benefit (benefit companies), which pursue one or more public benefit purposes alongside profit-making objectives. This status may enhance a company’s attractiveness to investors and commercial partners with a strong sustainability focus.

JVs can have either a fixed or indefinite duration. Contractual JVs, often established for specific projects, have a defined duration set out in the JV agreement. Corporate JVs are often created for a longer duration, and their by-laws generally include provisions for withdrawal or exit procedures that co-venturers can activate under specific conditions.

Despite the agreed-upon duration, the JV agreement may allow for early termination under specific circumstances, such as:

• material breach by the other co-venturer of certain provisions of the JV agreement or of the ancillary agreements;
• unsolved deadlock events;
• mutual consent by the co-venturers; and
• change of control of a co-venturer.

In the case of a corporate JV, if the parties mutually decide to liquidate the company, the board of directors shall convene a shareholders’ meeting to resolve on the appointment of the liquidators, conferring any power deemed appropriate, and on the criteria for conducting the liquidation procedure. The liquidators will then carry out the necessary steps to liquidate the company’s assets, pay off creditors, and distribute any remaining assets among shareholders proportionally to their membership interest. After all assets have been liquidated and liabilities settled, the liquidators will call a final shareholders’ meeting to present the liquidation report and seek approval for the conclusion of the liquidation process.

Upon approval of the liquidation report, the liquidators will file for the formal dissolution of the company with the Companies Register, officially marking the end of the corporate entity.

Regardless of the duration of the JV, it is crucial to regulate in detail within the JV agreements the effects of termination, also for the purposes of minimising potential disputes between the co-venturers. Specifically, among others, the JV agreement should regulate:

• the respective rights and liabilities of the co-venturers upon termination;
• to the extent possible, the assignment of the assets owned by the JV;
• the impact of the JV termination on the commercial agreements in place;
• any provisions of the JV agreement that remain in effect after termination (usually confidentiality clauses);
• the allocation of key employees, if the co-venturers desire to rehire part of the workforce; and
• the allocation of relevant IP rights developed by the JV.

Alternatively, the co-venturers may also agree on a global exit by transferring all of their interests in the JV to a third party.

Under Italian laws, co-venturers can freely transfer their own assets to each other without involving the JV. However, if the transfer involves assets licensed to or held by the JV, the JV’s interests may be affected.

Therefore, prior to any asset transfer, the transferring co-venturer should conduct a comprehensive review of all relevant agreements with the JV, considering that these agreements may include provisions regarding the transferability of assets and the potential need for the JV’s consent.

In addition, the transfer agreement may also specify how existing agreements between the JV and the transferor will be affected by the transfer and, potentially, regulate the transfer of these agreements to the transferee.

Transfers of assets from the co-venturers and the JV, if made within 24 months of its incorporation, are subject to approval from the shareholders’ meeting and require a sworn appraisal certifying the value of the assets. In any event, in the transfer of assets involving the co-venturers and the JV, it is often advisable to prepare an appraisal to certify the fair value of the sale.

If the JV transfers assets to a co-venturer, potential conflicts of interest may arise, regardless of whether the assets were initially contributed by the co-venturers or developed by the JV. To mitigate these risks, it is essential to establish a fair market value for the assets, ideally supported by an independent auditor’s valuation (as mentioned above). Additionally, if the purchasing co-venturer is also a legal representative of the JV, the transaction may be considered self-dealing. In such cases, the conflict-of-interest procedures outlined in 7.3 Conflicts of Interest should be followed.

As specified in 9.1 Termination of a JV, in the event of termination of the JV, the assets owned by the company (whether originally contributed to the company by the co-venturers or originating from the JV itself) will be liquidated to pay off the creditors (if any). Any remaining assets will then be distributed among shareholders in proportion to their membership interest in the JV.

Therefore, the transfer of JV assets needs to take into account not only the decisions of the co-venturers but also the interests of the company’s creditors, who may ultimately have claims over those assets, in the event the JV faces financial distress.

Italian law does not impose specific statutory rules on JV exits, but provisions under the Italian Civil Code set the framework within which share transfers must operate.

In S.p.A.s, shareholders may freely transfer their shares unless the by-laws provide otherwise; however, absolute transfer bans are not valid, except for limited timeframes (not exceeding five years) and in so far as they are not discretionary. Buy-back clauses are also allowed, though they are subject to strict statutory limits.

In S.r.l.s, transfer restrictions and exit mechanisms can be structured more freely and are commonly embedded in the articles of association. Italian law permits statutory withdrawal by a member in certain cases (eg, transfer restrictions exceeding two years, changes to the corporate purpose, merger, or extension of duration), and contractual withdrawal rights can also be included in the JV agreement.

Overall, exit strategies are primarily subject to negotiation, allowing parties to tailor provisions in the JV agreement to meet commercial objectives. The most common exit clauses typically include one or more of the following:

• rights of first refusal;
• tag-along and drag-along rights;
• put and call options;
• deadlock resolution mechanisms leading to exit (eg, Texas shootout or Russian roulette clauses); and
• IPO exit or third-party global sale procedures.

To ensure enforceability, it is essential that exit clauses are clearly defined, proportionate, and properly reflected in the by-laws and/or in the shareholders’ agreement. Furthermore, under Italian laws, if exit clauses force a member to transfer its shareholding upon occurrence of a certain event (eg, in the case of call options, drag-along), the exiting member must be granted fair and equitable consideration for the transfer.