For accountants, notaries and lawyers
This sheet is written for those asked to assess Capital Units for a company. The model is described in full in the Foundations; here you will find only what is needed to place it within the legal system, so that the discussion can focus on its logic and on how to integrate it into the company. The references are to Italian law: in other jurisdictions the equivalent instrument has to be identified locally.
The container: participating financial instruments
Units are non-voting instruments, issued against a contribution that may consist of work, services, know-how or relationships, and carrying economic rights over the Ecosystem Reserve. The category that accommodates them is that of participating financial instruments (strumenti finanziari partecipativi). The legal basis varies according to the company's legal form.
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Joint-stock companies (S.p.A.)
The reference is Article 2346(6) of the Italian Civil Code: instruments with economic rights, and possibly administrative rights, excluding voting in the general meeting. A contribution of work or services is permitted (Milan Notarial Council, guideline no. 165). The articles of association govern the conditions of issue, the rights attached, the sanctions for non-performance and the rules on transfer.
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Innovative start-ups and innovative SMEs (S.r.l.)
The power to issue participating financial instruments is provided by Article 26 of Decree-Law 179/2012, extended to innovative SMEs by Decree-Law 3/2015.
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SME S.r.l.s and ordinary S.r.l.s
Here the question is open. SME S.r.l.s may create classes of quotas with different rights, including non-voting ones (Article 26(2) and (3), Decree-Law 179/2012). For ordinary S.r.l.s, the issue of participating instruments is not settled in legal scholarship: the solution has to be built on the specific case, before any resolution.
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Cooperative societies
Financial instruments are provided for by Article 2526 of the Italian Civil Code.
A point of method. The participating instrument is the legal container, not the definition of the model. The logic of Capital Units — four contributions of equal standing, annual allocation, conversion, compression, reserve — lives in the clause in the articles of association and in the operating rules that this container holds.
Where each element sits
A mapping between the model's mechanisms and the company documents that make them operative. It is a starting point for work on the specific case, not a ready-made solution.
| In the model | In the company's documents |
|---|---|
| Four quadrants and the ratio €4 = 1 unit | Operating rules: criteria for estimating contributions, adopted and amended by the management body under a power delegated by the articles of association. |
| Annual allocation | Board resolution that makes a prudent estimate of the year's contributions and allocates units, within the limits of the delegated power. Presented to the shareholders' meeting together with the financial statements. |
| Ecosystem Reserve (4.76%) | Clause in the articles of association allocating a share of distributable net profit to a reserve earmarked for unit holders. |
| Proportional distribution | Economic rights of the instrument: participation in the reserve in proportion to active units. |
| Conversion and extinction (€4 = 1 unit burned) | Rules on payment and extinction. Conversion into equity requires a capital increase resolved under the ordinary rules. |
| Annual compression | Provisions on the conditions and duration of the rights, set in the operating rules within the limits of the articles of association. |
| No secondary market | Transfer rules: non-transferability, or transfer only with the board's consent. |
| No vote, no dilution | Exclusion of voting in the general meeting: ownership and control remain unchanged. |
| No automatic rights | Payment conditional on the existence of profits and on board resolutions: units in circulation do not create a liability towards third parties. |
What remains to be decided on the specific case
Three points that the model cannot resolve in the abstract and that rest with the company's advisers.
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The legal basis
Which instrument to use, depending on the company's legal form and status. This is the most delicate point for ordinary S.r.l.s.
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Accounting treatment
A contribution of work or services cannot be booked to share capital: its presentation in the financial statements has to be defined according to accounting standards, with any disclosure on relational and intangible capital in the notes to the accounts.
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Tax and employment
The treatment of allocation and payment for those who receive units. If the holder is an employee, how this fits with the employment relationship and the applicable collective agreements.
This sheet is for general information only and does not constitute legal, tax or financial advice. The legal references are up to date as of October 2026 and must be checked against the specific case.
Write to us
If you are assessing Capital Units for a client company, or if you see a weak point in the framework, write to us. Technical objections are more useful to us than agreement.
What we can share
- The Foundations, the document that describes the model in full.
- Working drafts of the clause in the articles of association and of the operating rules, to be adapted and checked against the specific case.
- A direct discussion of the open points, together with the company's advisers.
We do not sell opinions and we do not replace your work: the instrument enters a company only through those who advise it.