Operatività transfrontaliera delle società di persone (con note sulla direttiva “digitalizzazione ii”) in prospettiva italo-tedesca

This article explores the cross-border mobility and operation of partnerships (società di persone) within the European Union, with a focus on the legal interplay between the Italian and German frameworks. Traditionally overshadowed by company law, the topic of cross-border partnerships is gaining renewed attention due to recent legal reforms, such as Germany’s MoPeG reform, Italy’s implementation of Directive (EU) 2019/2121, and Directive (EU) 2025/25 (“Digitalisation II”). The study critically examines the private international law rules applicable to partnerships, the implications of the freedom of establishment enshrined in Article 54 TFEU for partnerships, as well as the practical challenges arising from differing national registration and publicity requirements — challenges that Directive (EU) 2025/25 seeks to address. Attention is also given to the potential for forum shopping and, consequently, for regulatory competition between Member States. The paper also discusses the impact of the harmonized rules introduced by Digitalisation II Directive on the transparency and registration of commercial partnerships and highlights the residual ambiguities concerning non-commercial or unregistered partnerships.