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D.Lgs. 47/2026 creates a purpose-built Italian closed-ended vehicle for private equity and venture capital — but the secondary regulations are still pending, and UK general partners face a structural constraint most briefings ignore
Your term sheet is moving. Your LP commitments are beginning to firm up. And now, in the background, your compliance team has flagged that Italy just enacted a capital markets reform that may affect how you structure an Italian-focused PE fund. You have roughly 30 days before your next LP advisory committee meeting, where someone will ask whether you have evaluated the new Italian vehicle. If you have not, you will spend that meeting explaining why you defaulted to Luxembourg again without examining the alternative. That is the real cost of doing nothing.
Legislative Decree 27 March 2026, No. 47 (D.Lgs. 27 marzo 2026, n. 47), published in Gazzetta Ufficiale No. 86 of 14 April 2026 and in force from 29 April 2026, is a comprehensive overhaul of Italy's Consolidated Finance Act (TUF — Testo Unico della Finanza). Its centrepiece for the private funds market is a brand-new vehicle type: the società di partenariato (partnership company).
The decree introduces the società di partenariato into the category of Italian closed-ended collective investment undertakings (OICR chiusi), modelled on the limited partnership structures already operating in other legal systems, including those of the United Kingdom, France, and Luxembourg.
It is constituted as a società in accomandita per azioni — a hybrid share-and-partnership form under the Italian Civil Code — with legal seat and head office in Italy, and its sole purpose is collective investment in private equity and venture capital. Contributions are restricted to cash only; no contribution in kind is permitted. The vehicle's name must include the words società di partenariato in accomandita per azioni. These are not optional drafting choices; they are statutory requirements.
The contrast with an SGR-managed fund — Italy's existing collective investment management company structure — is one of legal personality and governance architecture. An SGR (a società di gestione del risparmio, Italy's authorised fund manager) manages assets on behalf of a separate fund vehicle. The società di partenariato eliminates that distinction: in the internally managed version, the vehicle itself is also the regulated manager.
The società di partenariato can operate in three configurations: in internally authorised management (gestione interna autorizzata), registered below-threshold (sotto soglia registrata), or in externally managed form (gestione esterna), with an externally appointed authorised SGR, EuVECA manager, EuSEF manager, or EU-domiciled AIFM acting as manager.
The internally managed vehicles split further into authorised and below-threshold versions. The authorised version falls within the category of "authorised entities" subject to the full supervisory jurisdiction of Banca d'Italia and Consob, whilst the below-threshold version is not in that category and is subject to a lighter and lighter regulatory regime.
This distinction is the one most competitor briefings omit entirely, yet it is the one that governs EU marketing rights. Only a società di partenariato in gestione interna autorizzata — carrying full Banca d'Italia authorisation — qualifies as a full-scope authorised AIFM under Directive 2011/61/EU (AIFMD) and is therefore entitled to the AIFMD marketing passport across the EU. A sotto soglia registrata vehicle is merely registered, not authorised. It can market only to the extent permitted by the national private placement rules of each target jurisdiction. For a UK-based general partner intending to raise from German insurance companies or Dutch pension funds, that is the difference between a compliant cross-border roadshow and a country-by-country regulatory conversation.
Here is the structural constraint that matters most for a UK general partner. The TUF, as amended by D.Lgs. 47/2026, defines the società di partenariato as a closed OICR constituted as a società in accomandita per azioni with legal seat and head office in Italy. Both elements — sede legale (registered office) and direzione generale (principal place of management) — must be Italian. There is no provision for a dual-registered structure, a bifurcated GP, or a UK-incorporated general partner exercising management from outside Italy.
The statute further provides that internally managed società di partenariato providing collective investment management services must comply with the conditions set out in the new Article 35-novies.1 of the TUF, including the requirement for full Banca d'Italia authorisation of the managing entity. A UK entity managing an internally constituted vehicle from London would not satisfy these conditions. The management must sit in Italy.
The practical consequence: a UK GP who wants to use this vehicle either establishes an Italian management company (which requires Italian regulatory authorisation in its own right, a materially different project), or opts for the externally managed structure and appoints an EU-authorised AIFM — typically Italian or Luxembourg-domiciled — as the external manager. The vehicle then holds the assets; the EU AIFM holds the passport; the UK GP may act as delegated portfolio manager, subject to AIFMD II delegation scrutiny. That last route works, but it replicates the post-Brexit workaround that many UK managers already use with Luxembourg. It does not eliminate the need for an EU-regulated management entity.
Unlike in the UK, where the typical structure of a private equity or venture capital fund is most commonly an English limited partnership governed by the Limited Partnerships Act 1907 — a form that imposes minimal regulatory conditions on the vehicle itself and places regulatory obligations primarily on the AIFM — the società di partenariato is a regulated legal entity in its own right. The vehicle, not merely the manager, is subject to Italian corporate law under the codice civile (Italian Civil Code), TUF rules on governance, Banca d'Italia supervision, and Consob oversight on investor-facing conduct.
Furthermore, post-Brexit the UK is treated as a third country for the purposes of AIFMD, meaning UK AIFMs can no longer market funds on the basis of the EU marketing passport and must instead rely on national private placement regimes where available. A UK GP that establishes a società di partenariato with an Italian authorised internal management structure would, conversely, be operating an EU-authorised AIFM situated in Italy — which regains passport access for marketing to professional investors across the EEA. That is the genuine strategic attraction. The price is genuine Italian establishment, not a letterbox.
A private equity fund in the UK can be established as a traditional English limited partnership or as a private fund limited partnership (PFLP), without FCA authorisation of the vehicle itself. No Italian equivalent of that regulatory-light vehicle exists. The società di partenariato is always subject to either Banca d'Italia authorisation or registration. Flexibility of governance, investor protections, and mandatory corporate organs are all closer to Continental norms.
The short answer is: possibly yes, but not in the way the headline suggests. A UK-incorporated GP cannot itself be the internal manager of an authorised società di partenariato — the Italian seat and head office requirement bars that directly. However, a UK GP group can structure around this in two ways.
First, establish an Italian operating subsidiary, seek Banca d'Italia authorisation for it as an internally managed società di partenariato, and have the UK parent act as delegated investment adviser. This gives the group EU passport access, at the cost of genuine Italian presence, Italian-qualified personnel, and an Italian regulatory relationship. The authorisation process under Article 35-novies.1 TUF requires, among other conditions, that the vehicle adopts the società in accomandita per azioni form with the standard supervisory governance structure prescribed by the TUF.
Second, use the externally managed structure: incorporate the società di partenariato in Italy, appoint an existing EU-authorised AIFM (an Italian SGR or a Luxembourg management company), and delegate portfolio management back to the UK group. This mirrors the arrangement many UK-based fund sponsors adopted post-Brexit, securing continued access to the EU marketing passport by establishing new EU AIFs managed by a UK firm acting as delegate of an EU AIFM. It is a proven structure, but it creates regulatory interdependency with the appointed EU AIFM and carries the ongoing AIFMD II delegation scrutiny risk.
This is the decisive timeline question, and the answer is precise: the new provisions will apply nine months after the entry into force of the TUF amendments, within which period the secondary implementing regulations must be adopted and the relevant supervisory registers updated. Entry into force was 29 April 2026. Nine months from that date falls in late January 2027.
From that point onwards, it will be possible to proceed with the incorporation of società di partenariato vehicles, with Banca d'Italia retaining the power to issue further implementing or coordination measures as it sees fit. Until Banca d'Italia publishes those secondary regulations — covering capital requirements, governance standards, investment restrictions, reporting obligations, and the operational procedures for the authorisation register — no società di partenariato can be constituted. The vehicle exists in statute. It does not yet exist in practice.
The Luxembourg SCSp — special limited partnership (société en commandite spéciale) — has been the preferred vehicle for pan-European PE funds for the past decade. The comparison matters because any UK GP assessing the Italian vehicle will run the mental exercise.
The Luxembourg SICAR (investment company in risk capital) was specifically designed for private equity and venture capital investment. The SCSp, by contrast, is not a regulated fund vehicle in itself; it is a corporate form that can be used as an AIF, managed by an authorised Luxembourg AIFM. The società di partenariato sits conceptually between these two models.
Key structural differences: the società di partenariato uses the società in accomandita per azioni form, which is a corporate vehicle under Italian law with share capital, a board structure, and statutory mandatory organs — not a pure partnership. The Luxembourg SCSp has no share capital and is managed by its unlimited partner (the GP); it is purpose-designed for maximum flexibility and contractual governance. The Italian vehicle is more rigid in corporate architecture.
On investor access, participation in the società di partenariato is reserved for professional investors and, under specified conditions, for retail investors who subscribe for shares of at least €500,000 and can demonstrate a financial portfolio of not less than €5 million. The Luxembourg SCSp imposes no comparable hard floor at the vehicle level for professional investors. For a UK GP raising from European family offices or high-net-worth individuals, that €500,000 minimum subscription is a material restriction.
The Italian vehicle does not yet have a tax transparency regime confirmed in secondary regulations — a point where the Luxembourg SCSp benefits from decades of settled treaty practice and the Luxembourg participation exemption. On pass-through tax treatment for Italian-source income, the answer will depend on the regulations Banca d'Italia and the Italian Revenue Agency (Agenzia delle Entrate) issue in the coming months.
The differentiating analysis competitors omit concerns what the società di partenariato cannot be used for. The TUF limits it to collective investment in private equity and venture capital. The statute specifies that the exclusive object must be collective investment in forms of private equity and venture capital; contributions other than cash are not admitted; and the company name must contain the designation società di partenariato in accomandita per azioni.
Three firm prohibitions follow from this:
Real estate-only strategies are excluded. A fund manager running an Italian real estate PE strategy cannot use this vehicle. An Italian real estate closed-ended fund must use the existing Italian SICAF structure or a dedicated real estate SGR.
Infrastructure-only mandates are excluded, unless structured as equity investment in infrastructure companies — not direct asset ownership. A direct infrastructure debt or asset vehicle would not qualify.
Dual-registered or partially Italian structures are excluded. The requirement for both legal seat and head office in Italy means a manager cannot park the vehicle in Italy for TUF purposes while running it from London or Amsterdam. Banca d'Italia will assess substance; a nominal Italian address does not satisfy the statute.
As the Roman jurist Ulpian observed: ubi non distinguit lex, nec nos distinguere debemus — where the law draws no distinctions, neither should we. The TUF is deliberate in confining this vehicle to private equity and venture capital. The exclusions are as important as the authorisations.
In files where UK groups have evaluated Italian fund vehicles, the most common error is assuming that the Italian vehicle can be managed from the UK provided a local Italian nominee director is appointed. That assumption conflates legal seat with actual management. Banca d'Italia's substance expectations for an internally managed authorised vehicle will require Italian-qualified personnel, an Italian compliance function, and genuine decision-making in Italy — requirements closer to what the FCA expects of a UK-authorised AIFM than what a nominee directorship provides. Start that internal conversation now, before the secondary regulations are published, because the lead time for Italian regulatory authorisation will run from the date Banca d'Italia opens the register — not from the date you decide to apply.
As the legal economist Ronald Coase observed, the cost of a transaction is never just the price on the term sheet; it is the cost of all the institutional arrangements that must surround it. The società di partenariato is genuinely new, genuinely promising, and genuinely incomplete. The decision to pursue it — or to proceed with an established Luxembourg structure in the interim — needs to be taken with full visibility of both the opportunity and the nine-month implementation gap. Review your fund's target investors, marketing jurisdiction, and GP establishment capacity before the next LP committee meeting.
No. Although D.Lgs. 47/2026 entered into force on 29 April 2026, the new vehicle cannot be incorporated until Banca d'Italia issues its secondary regulations, which must be published within nine months of that date — making late January 2027 the earliest realistic effective date. Fund managers should use the intervening period to prepare articles of incorporation, identify Italian counsel, and map their investor base.
Not as the internal manager of an authorised vehicle. The statute requires both legal seat and head office in Italy, and Banca d'Italia authorisation is granted only to the vehicle itself when it self-manages. A UK GP can, however, appoint an EU-authorised AIFM as external manager and act as its delegated investment manager — a post-Brexit structure well-tested in other jurisdictions but subject to ongoing AIFMD II delegation scrutiny.
The vehicle is restricted to professional investors. Retail investors may participate only if they subscribe for shares of at least €500,000 and hold a financial portfolio of no less than €5 million. These are statutory floors set by D.Lgs. 47/2026 and cannot be waived by the fund's articles.
HREFLANG BLOCK:
Editorial Team — Panato Law Firm Staff
