Opinions
Law No. 76/2025 on workers’ participation in companies
On June 10, 2025, Law No. 76/2025 on management, economic and financial, organizational and consultative participation of workers in companies came into force.
The law is the result of a popular initiative promoted by the CISL Union on Nov. 27, 2023 with the main objective of implementing, for the first time, the dictate of the Italian Constitution, which in article 46 provides “the right of workers to cooperate, in the manner and within the limits established by law, in the management of companies.” In particular, the law regulates workers’ participation in companies in several aspects. Here are summarized below.
Management participation of workers
This is, for the first time, a discipline on the participation of workers, through their representatives, in the administrative bodies of companies. Specifically, the new discipline provides two options.
The first concerns companies organized according to the so-called dualistic model, in which there is a “management board,” which is responsible for the management of the company, and a “supervisory board,” which is responsible for supervisory duties. Corporate bylaws may provide, if the case of participation is regulated by collective agreements, for the participation in the supervisory board of one or more employee representatives. Employee representatives will be identified on the basis of the procedures defined by collective agreements. The second option concerns companies not organized according to the dual model. In this case, the bylaws may provide, if the case is regulated by collective agreements, for the presence on the board of directors of one or more members representing the interests of employees and identified by the same employees.
Economic and financial participation of workers
There is a 5% reduced taxation up to a maximum limit of 5,000 euros for 2025 for profits distributed to workers in implementation of collective, company or territorial agreements. In addition, companies will be able to provide for financial participation plans by allocating worker participation instruments to workers in the company’s capital among those provided for by the Civil Code in Articles 2349 (shares and financial instruments in favor of employees), 2357 (purchase of own shares), 2358 (other transactions on own shares) and 2441 (offer of shares for subscription to employees, excluding option rights of other parties). The provision also provides, for the year 2025 only, exemption from income tax of dividends paid to employees and arising from shares granted in lieu of performance bonuses, in the amount not exceeding 1,500 euros, to the extent of 50% of their amount.
Organizational and consultative worker participation
On the subject of organizational worker participation, companies will be able to establish joint committees of company and worker representatives for the preparation of proposals for plans for improvement and innovation in products, production processes, services and work organization. Companies will also be able to provide in their organizational chart, in implementation of collective agreements, the figures of referents of training, welfare plans, remuneration policies, quality of workplaces. Workers’ consultative participation takes place through the expression of opinions and proposals on the merits of decisions that the enterprise intends to take. Within the framework of joint committees, unitary union representatives or company union representatives or, failing that, the territorial structures of sectoral bilateral bodies may be consulted in advance on company decisions.
Examples of organizational and consultative worker participation in companies already exist in our legal system and in numerous collective agreements, including at the company level. The People’s Initiative’s introductory report recalls numerous positive experiments in companies where joint commissions have been established and have played an essential role in worker participation (Poste Italiane Spa; Coop Alleanza 3.0; Coin Spa; OVS Spa; etc.). Financial participation, on the other hand, is promoted through tax benefits and incentives, in the wake of previous positive experiences, first and foremost, that of the performance bonus first introduced by L. 208 of 2015, Art. 1, para. 186.
The real legislative novelty is dated managerial participation: this is an unprecedented involvement of employees, through participation in the supervisory board and the board of directors, in decisions that affect the management and strategies of companies.
The passage of the law saw significant amendments in both the House and the Senate. Among the most important amendments was the elimination of the “voting trust,” which is a trust agreement for the collective management of rights arising from financial participation. This instrument would have allowed a collective voice to be given to workers holding corporate stakes, going beyond the mere individual enjoyment of the economic value of shares. In the area of consultative participation, the original text of the rule, which stipulated that prior and mandatory consultation of union representatives on given company choices, has been amended to provide that prior consultation is a mere option.
Turning to management participation, the original text of the bill provided that the participation of employee representatives on the supervisory board or the board of directors would be regulated by collective agreements (“collective agreements may provide”). Instead, the amendments passed by the House and Senate stipulated that management participation would be regulated first and foremost by corporate bylaws (“the bylaws may provide, if regulated by collective agreements”). The above constitutes a shift of the center of gravity from collective agreements to corporate bylaws, with the risk of depowering, and not a little, the institution of management participation.
This newsletter is for the sole purpose of providing updates and general information and is not intended as legal advice on any particular or specific issue.
For clarifications or information, please contact the authors or your reference professional in the Employment area at our Firm.
Il presente articolo ha il solo scopo di fornire aggiornamenti e informazioni di carattere generale. Non costituisce pertanto un parere legale né può in alcun modo considerarsi come sostitutiva di una consulenza legale specifica.
Per chiarimenti o informazioni potete contattare l’autore oppure il Vostro Professionista di riferimento all’interno dello Studio.
Michele Giammusso, Counsel
E: m.giammusso@nmlex.it
T.: +39 026575181
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