Trasformazioni eterogenee atipiche e limiti all'autonomia privata

The Italian Civil Code provided for the change of companies’ form (“trasformazione”) ever since it was enacted in 1942. In particular, the law regulated the modification of partnerships (“società semplice” and “società in nome collettivo”) into corporations (“società per azioni” and “società a responsabilità limitata”). Despite the silence of the law, the modification of corporations into partnerships was also admitted.Back in 2003, Italian corporate law was deeply reformed. As to the change of companies’ form, the new law has granted the possibility of modifying partnerships and corporations into other legal entities, including non-profit organizations (e.g., foundations, associations, etc.). The new regulation calls for a new approach by corporate scholars.This work aims at studying in depth the implications brought by the new regulation, devoting attention to the extent of the “same-entity principle” (“principio di continuità”) and addressing the issue of those modifications of form that are not specifically envisaged by the law.