The Annual Law for the Market and Competition 2025 (Law No. 190 of 18 December 2025), which entered into force on 3 January of this year, introduces an important development regarding Società tra Professionisti (S.t.p.s).
In particular, Article 10 of Law No. 183/2011, which represents the main regulatory framework governing S.t.p.s, has been amended.
Under the previous legal framework, the number of professional partners and their participation in the share capital of an S.t.p. had to be “such as to ensure a two-thirds majority in shareholders’ resolutions or decisions.”
This wording, introduced by Law No. 27/2012, was immediately considered problematic, as it allowed for different interpretations.
Indeed, the question arose as to whether an S.t.p. could be validly established where one or more non-professional partners held more than one third of the share capital (even, hypothetically, a majority), but whose decision-making power was reduced—through specific provisions in the articles of association (or, according to some interpretations, through shareholders’ agreements)—to within the “one-third limit.”
While case law appeared to deny such possibility (see the Court of Treviso, Second Civil Section, order No. 3438 of 2018, and the Regional Administrative Court of Tuscany, Section I, judgment No. 1132 of 2021), it had already been expressly admitted, shortly after the law came into force, by the Triveneto Notarial Committee in Guideline Q.A.10 of September 2013. According to this interpretation: “Law No. 183/2011 requires that the participation in the share capital of professional partners must ensure a two-thirds majority in shareholders’ resolutions or decisions; however, it does not require that such partners hold two-thirds of the share capital regardless of voting rights. It is therefore considered legitimate for non-professional partners to hold non-voting shares even exceeding one third of the share capital. It is also possible for non-professional partners to hold an absolute majority of the share capital, provided that the minority held by professional partners exceeds two thirds of the voting shares.”
Furthermore, in the following year, Study No. 224-2014/I of the National Council of Notaries reaffirmed this interpretation: “In joint-stock companies, where professionals hold fewer than two thirds of the shares, it will be necessary to limit the voting rights of non-professional partners or introduce voting caps pursuant to Article 2351, paragraph 3, of the Italian Civil Code. Conversely, in limited liability companies, recourse must be made to the specific rights provided under Article 2468, paragraph 3, of the Italian Civil Code. By way of example, one may envisage an S.t.p. in the form of a limited liability company where the professional subscribes 10% of the share capital and the non-professional the remaining 90%. In such a case, the professional must be granted a special right under Article 2468, paragraph 3, of the Italian Civil Code to exercise two thirds of the voting rights at the shareholders’ meeting.”
The same interpretative approach was subsequently adopted by the Italian Competition Authority (see Reports Nos. AS1589 and AS1589B of 2019) as well as by various professional bodies, including the National Council of Chartered Accountants and Accounting Experts (in our previous article https://mpopartners.com/articoli/maggioranze-soci-stp-di-commercialisti-quali-requisiti/ we collected and analysed several positions taken by the CNDCEC on this matter).
Within this framework, the 2025 Competition Law intervened to clarify any remaining doubts by amending Article 10, paragraph 4, letter b) of Law No. 183/2011.
The new wording provides as follows: “In any case, the number of professional partners or, alternatively, their participation in the share capital must be such as to ensure a two-thirds majority in shareholders’ resolutions or decisions, taking into account the rules applicable to the chosen corporate model. For this purpose, any provisions in the articles of association or shareholders’ agreements that derogate from such rules shall be disregarded.”
This new formulation appears to confirm (through the expression “or, alternatively”) that an S.t.p., consistently with its chosen corporate model, may include non-professional partners holding more than one third of the share capital, provided that professional partners, as a whole, retain a clearly predominant role in the governance of the company.
From this perspective, the statement that such clauses shall have “no relevance” must be interpreted as excluding the effectiveness of any provisions—whether in the articles of association or in shareholders’ agreements—that grant non-professional partners powers capable of independently influencing corporate decisions, thereby undermining the predominance of the professional component.
Such provisions may include, for example, veto rights, the attribution of special rights (such as appointment rights) to specific classes of shares, or shareholders’ agreements establishing voting syndicates or requiring professional partners to comply with the directions of non-professional partners.
Although not strictly constituting a “derogation” from Article 10 of Law No. 183/2011, excessively high quorum requirements could also be considered ineffective under this provision, where they effectively enable a non-professional partner to block the company’s decision-making process.
It should be noted, however, that such provisions would remain permissible in Società tra Avvocati (law firms structured as companies), since the 2025 Competition Law has not amended Article 4-bis of Law No. 247/2012. This provision simply requires that “partners, holding at least two thirds of the share capital and voting rights, must be lawyers registered with the Bar, or lawyers together with professionals registered in other professional registers,” without addressing shareholders’ agreements or similar arrangements.
Accordingly, higher quorum requirements would continue to be valid for Società tra Avvocati.
In conclusion, following the amendments introduced by the 2025 Competition Law in the field of S.t.p.s—whose full implications will likely be subject to further judicial and academic debate—it can now be stated that, on the one hand, it is definitively permissible for an S.t.p. to have non-professional partners holding more than one third of the share capital (provided that appropriate safeguards ensure that professional partners retain a two-thirds majority in decision-making). On the other hand, any clauses or arrangements that, in practice, grant veto, control, appointment or influence powers to non-professional partners are now to be regarded with suspicion.
More than ever, therefore, it is essential to conduct a careful review of the corporate structure, the articles of association and any shareholders’ agreements in all cases where an S.t.p. includes both professional and non-professional partners, where non-professional partners hold more than one third of the share capital, and/or where contractual arrangements depart from the statutory rules governing the chosen corporate model.
