The Società di Partenariato: the new Italian vehicle for Private Equity and Venture Capital in light of the TUF Reform

The Società di Partenariato: the new Italian vehicle for Private Equity and Venture Capital in light of the TUF Reform

Curated by JD Federico Cotroneo

INDEX

• A delay to be bridged
• The legal structure: the S.a.p.A. as an investment vehicle
• Real opportunity or niche instrument?

A delay to be bridged

Decreto Legislativo 27 March 2026, no. 47, which entered into force on 29 April 2026, completes the review process of the TUF (D.Lgs. 58/1998) initiated by the delegation contained in the Legge Capitali (L. 5 March 2024, no. 21). It is a broad and structural reform that touches upon various points, including: collective asset management, governance of listed companies, takeover bid (OPA) regulations, and the definition of Venture Capital and Private Equity. Lastly, the reform introduces a new investment vehicle, represented by the società di partenariato. 

Historically, Italy has suffered from an under-dimensioned capital market compared to the main European economies (such as Germany or France). Among the structural causes (which add to a natural distrust of the italian citizen toward the market), there is certainly the lack of an investment vehicle comparable to the Anglo-Saxon limited partnership. Since the 1960s, the limited partnership has established itself as the dominant legal form for private equity and venture capital funds in common law countries (such as the USA and UK), and subsequently spread to major European jurisdictions (France, Germany, Luxembourg) through structures like the French Société de Libre Partenariat or the Luxembourgish Reserved Alternative Investment Fund. 

The reform of the TUF attempts to bridge this gap with the introduction of the società di partenariato, a new OICR, with the declared objective of making the Italian system more competitive and more familiar to international investors. 

The legal structure: the S.a.p.A. as an investment vehicle

The società di partenariato is defined by the TUF as a closed-end OICR constituted in the form of a società in accomandita per azioni (S.a.p.A.), with its registered office and general management in Italy, having as its exclusive object collective investment in the forms of private equity and venture capital, through asset raising via the issuance of shares, participating financial instruments, and further methods defined by the bylaws. Furthermore, the Legislator has also proceeded to define Private Equity and Venture Capital, which had been absent at a regulatory level until now. The decree inserts it into the new art. 1, paragraph 1, let. i-quater.6, describing this activity as “the investment in companies not listed on regulated markets, through equity instruments, debt instruments or similar forms, including investment subsequent to any admission to listing”. 

The choice of the S.a.p.A. as the legal container for the società di partenariato is not accidental: the formal logic mirrors that of the limited partnership, with a clear separation between:

• the soci accomandatari (general partners), who manage the company exclusively and hold unlimited liability for corporate obligations; 
• the soci accomandanti (limited partners), passive investors whose liability is limited to the contributed capital and who do not participate in management. 

However, the choice of a corporate form so uncommon in the Italian legal system deserves careful reflection. The S.a.p.A. remains a less tested instrument on the international market, and the Italian società di partenariato is born, in fact, lacking a consolidated statutory practice and arbitration or jurisprudential guidelines accumulated over time. This element of uncertainty must certainly be weighed by operators in the early stages of utilizing this tool. 

A further element of deeper analysis is necessary regarding the theme of the exclusive object of the società di partenariato: the bylaws of the società di partenariato cannot contemplate activities other than collective investment in PE and VC. Equally explicit is the prohibition of contributions other than cash and the requirement that the company name contains the indication “società di partenariato in accomandita per azioni“. 

Limits are also provided for investor participation: participation in the società di partenariato is reserved for professional investors. The admission of non-professional investors is possible under stringent conditions: a minimum indivisible subscription amount of 500,000 euros and a financial portfolio of the subscriber of no less than 5 million euros. 

The decree provides for two possible operating models for the società di partenariato. In internal management, the S.a.p.A. combines the roles of OICR and manager: it directly carries out the investment activity and is subject to authorization by the Banca d’Italia, after consulting Consob, with registration in a specific register. If it remains below the designated size thresholds, it can access the simplified registration regime as a sub-threshold GEFIA, with significantly reduced compliance burdens. In external management, on the other hand, the S.a.p.A. is exclusively an OICR, and therefore portfolio and risk management are entrusted to an authorized third party. This model could be better suited for SGRs already operational that wish to offer a corporate-form vehicle without establishing a new authorized entity. 

 

Real opportunity or niche instrument?

The introduction of the società di partenariato is a development awaited and appreciated by operators. However, it is appropriate to measure its potential without exceeding in optimism. 

An instrument that combines the limited liability of passive investors with flexible governance and an exclusive object oriented toward PE/VC responds to an authentic market need. It can foster the creation of specialized domestic funds, lower entry barriers for mid-sized managers (thanks to the registration regime), and make the Italian framework more legible for foreign co-investitors accustomed to partnership structures, thereby strengthening the national PE/VC landscape. However, the choice of the S.a.p.A. (the legal entity most similar to Anglo-Saxon LPs) exposes operators to a risk represented by the limited dissemination of this instrument and the total absence of jurisprudential practice. The Italian società di partenariato is born lacking case law and consolidated arbitration practice: every controversial aspect will have to be resolved within a regulatory context that will necessarily be shaped in the coming years by the application practices of Banca d’Italia, operators’ contracting, and, ultimately, jurisprudence. 

The risk is that it may be a tool designed to attract international capital but, due to its specific nature within domestic law, it will remain difficult to penetrate the most sophisticated foreign institutional circuits, which will continue to prefer already-tested Luxembourgish or Dutch structures. 

In conclusion, how much this regulatory novelty translates into concrete capital flows will depend on the quality of the secondary regulation by Banca d’Italia, the ability of operators to build robust statutory practices, and, not least, the availability of legal advisors capable of accompanying the structuring of these vehicles with the necessary technical expertise. The challenge, now, is operational