Current legislation on innovative start-ups and crowdfunding
Italy is the first country to have specific and organic legislation regarding the institution of equity crowdfunding.
The "innovative" start-ups were introduced into the country’s legal system by Italian Legislative Decree no. 179 of October 19, 2012, (converted with conversion Law no. 221 of December 17, 2012) on "Further urgent measures for the growth of the country" (also known as "Growth Decree-bis") at Articles 25–32.
Initially, they were given the opportunity to raise capital from the public through the equity crowdfunding institution using special portals authorized by CONSOB to raise online capital.
With the amendments introduced to CONSOB Regulation 18592/2013 by the amending resolution of the same, no. 19520 of February 24, 2016 and confirmed in Resolution no. 20204 of November 29, 2017, the number of qualified parties (“potential Offerors”) to use the instrument of online capital raising through authorized portals has expanded.
Therefore, to date, potential Offerors or those who can conduct Offers of online financial instruments on authorized portals are:
- Innovative start-up companies, including social start-ups, as defined in Article 25, paragraphs 2 and 4, of the Decree, and tourism start-ups provided for by Article 11-bis of Italian Legislative Decree no. 83 of May 31, 2014, converted with amendments by Italian Law no. 106 of July 29, 2014;
- Small and medium-sized innovative enterprises ("innovative SME"), as defined in Article 4, paragraph 1, of Italian Legislative Decree no. 3 of January 24, 2015, converted with amendments by Law no. 33 of March 24, 2015;
- Small and medium-sized enterprises ("SMEs") for which the Commission Recommendation 2003/361/EC, published in the Official Journal of the European Union Law 124 of May 20, 2003, pg. 36, constitutes the only authentic reference for determining the conditions relating to the qualification of SMEs;
- The collective investment body ("UCIs") which invests primarily in innovative start-ups and innovative SMEs, as defined in Article 1, paragraph 2, letter e) of the Decree of the Italian Ministry of Economy and Finance of January 30, 2014; joint-stock companies investing mainly in innovative start-ups and innovative SMEs, as defined in Article 1, paragraph 2, letter f) of the Decree of the Italian Ministry of the Economy and Finance of January 30, 2014.