In June 2021, a draft was submitted to the Legislative Assembly, the draft Legislative Decree comprising the Reforms to the Commercial Code, and published in the Official Newspaper Number 185, on 29 September 2021, volume N. 432, in which modifications were introduced to several articles of the Commercial Code relating to founder's shares and bonds, which came into force from 11 October 2021.
One of the most important changes to the Code is the need to issue regulations to abolish the validity of bearer shares and founder's bonds, as they can be used for illegal and fraudulent activities, such as evasion or avoidance of tax obligations, which, as a result, prevent greater control over the persons who own such bearer shares and bonds, and make it impossible to provide transparent information for tax purposes.
In view of the above, in order to avoid the continuity of this type of illicit acts, with the application of the reforms in force, the founder's shares and bonds must always be registered, which obliges all capital companies to keep a register of registered shares duly updated with certain requirements mentioned in articles 155 and 212 of the Commercial Code relating to the founder's bonds, Among them, we can mention the obligation to inform about its shareholders and about the distribution of dividends or profits, in accordance with the provisions of Article 124 of the Tax Code.
In conclusion, it is important to note that companies must issue shares and founder's bonds in registered form, to have a better control and registration of these shares and their shareholders in the registry.