A controlling company (società controllante) is a company that can exercise significant or controlling influence over another company. The other company is referred to as a controlled company (società controllata).
The basic definition can be found in Article 2359 of the Italian Civil Code (Codice Civile).
In particular, a company is considered controlled if another company:
In the first two cases, voting rights that can be exercised through controlled companies, trustees, or intermediaries are also taken into account. Thus, control can also exist indirectly across multiple corporate levels.
Example
Alfa GmbH holds 70% of the voting rights in Beta GmbH. Alfa is therefore the controlling company (società controllante), while Beta is the controlled company (società controllata).
However, a stake of more than 50% is not always required. For example, if a shareholder permanently holds sufficient votes to determine the decisions of the shareholders’ meeting due to a highly fragmented ownership structure, a controlling position may also exist.
The existence of a controlling relationship may be relevant, among other things, for financial reporting, consolidated financial statements, taxation, and obligations under corporate law. In this context, certain tax regulations sometimes apply their own criteria to the concept of control.
For corporate groups, the regulations on the management and coordination of companies (direzione e coordinamento) may also be relevant. In these cases, there are, among other things, special transparency and disclosure obligations.