Filed articles
The complete Annex A from the deed of 2 March 2026: 34 pages. Deed pages containing personal and banking data and the separate conformity attestation are excluded. This is an extract, not an independently certified copy.
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Articles, equity and review.
Our starting point and what must be reconsidered before the first investment. This guide separates the filed text from working drafts and future decisions.
Review to be developed · Drafts are not final · Guide updated 15 October 2026
No equity fundraising is currently under way. Future thresholds concern company valuation, not the size of an individual investment. Read our current position
A substantial review.
Before accepting the first investment, we intend to rewrite and reconsider the articles almost from scratch. The published drafts are working material, not an approved second version. The intention to distinguish voting rights from economic participation in the three branches does not make individual clauses final.
The future foundation is a separate project: its articles will need a separate process. These documents concern ColivingLiguria S.r.l.; they neither establish nor automatically finance a foundation.
Capital and voting
The percentage is not enough.
Capital ownership and decision-making weight can differ. Article 5.3.1 of the filed text describes three regimes: A with 3 votes per euro of nominal capital, B with 1, and C without voting rights. The multiplier concerns votes; it does not automatically multiply dividends.
The second dimension concerns economic rights: participation in company results or linkage to a branch under the applicable instruments. A voting class does not by itself identify Living, Business or Luna.
A voting example
An educational example, without offers or allocations. All remaining capital is assumed to be Class B; this is not the actual ownership structure and does not model vetoes, quorums or special rights.
20%of the votes calculated in this example20 × 1 / (20 × 1 + 80 × 1)
Relationships between branches
Linkage and shared risk.
Articles 5.3.2 and 6 describe shares linked to a branch’s results, with separate reporting. Legal ownership of assets remains with the company. A property can also be attributed to Business or Luna for accounting purposes: the Living name does not automatically place all property in that branch.
The text contemplates shared company losses, the use of reserves across branches and asset transfers that can be free of charge. A branch-linked investment is therefore not a separate asset pool or protection against losses elsewhere. The review must clarify limits, valuation criteria, approvals and controls.
Compare the three activitiesReview agenda
Decisions to work through.
The summaries describe what the filed text contains without confirming validity or applicability to a specific case. Goals and questions are working proposals, not newly agreed rights. Provisions affecting minorities, control and exit value require particular attention.
01Identity and duration1–3; 13.8
In the filed text
The filed text provides for the name ColivingLiguria S.r.l., a registered office in Cairo Montenotte and an indefinite duration. It identifies certified email, PEC, as the address for official communications and links use of the Innovative Startup designation to the relevant requirements. These provisions describe the document; they do not establish an up-to-date corporate position or qualification.
Goal for discussion
The rewrite should review identity, communications accessible to international investors and conditions for any cross-border operation. A possible future foundation requires a separate process: it has not been formed and is not an operating fourth branch.
To be defined
Which facts will updated documents confirm? How will someone without PEC receive communications? Which instruments would an international structure require?
02Three economic segments4; 5.3.2; 15.3–15.5
In the filed text
The filed text provides for Business, Living and Luna as branches of the same company. It allows property, other assets, intellectual property, revenue and costs to be attributed to each branch or allocated across branches. It describes services and technology for Business, residential activity and property for Living, and research and development for Luna, distinguishing some potential activities from those described at the deed date.
Goal for discussion
The future framework should make the investor’s chosen exposure and the attribution of results understandable. The intended profiles differ: property-related cash flows for Living, client work and relationships for Business, and experimental development for Luna. These are objectives, not demonstrated revenue or returns.
To be defined
Will the investment concern the whole company or one branch? How will shared property, a cross-branch contract and central costs be allocated? Who can check the allocation?
03Voting and economic rights5.3.1–5.3.2; 9.1; 15.6
In the filed text
The filed text provides for a voting classification: A carries 3 votes and B carries 1 vote per euro of nominal capital; C carries no vote. It also provides for shares linked to the results of Business, Living or Luna, called tracking shares. These are two dimensions to read together: voting weight and economic reference are different. The text also gives the founder conversion powers when transferring his own shares.
Goal for discussion
The drafting objective is to preserve a clear distinction between voting and non-voting participation alongside exposure to the branches. Combinations, conversions and reserved decisions need to be rewritten and reviewed; this page assigns no future class.
To be defined
Which combinations will be available? On which decisions will each class vote? How will conversions or new investors change voting weight?
04Profits and reinvestment5.1–5.2; 6.2; 19
In the filed text
The filed text provides for reinvestment of profits during the Innovative Startup regime it refers to. It also addresses previous losses, the legal reserve and branch priority for distributable profits, with reserves accounted for by branch. Reference to the startup regime does not establish current qualification; cash generated by a branch is not the same as a dividend payable to a shareholder.
Goal for discussion
The review should clarify the conditions actually applicable, the path from branch results to distributable profit, and the relationship between investment needs, cash requirements and possible distributions. No future payment, frequency or return is set.
To be defined
When could a result become distributable? Which reserves will development need? How will a decision to reinvest instead of distribute be explained?
07Dilution and future investment6.4–6.5; 7; 10
In the filed text
The filed text provides for exclusion of minority subscription rights in capital increases with the founder’s favourable vote. It also provides a founder-only full-ratchet protection when later investment occurs at a lower price, using new shares to preserve his holding or votes. This documentary asymmetry may affect other shareholders; the summary does not validate its applicability or mechanism.
Goal for discussion
Protections, beneficiaries, limits and approvals for future capital increases need review. Effects on economic participation and voting power should be understandable before investing, including conversions and incentives committed in the transaction documents.
To be defined
Who could maintain their holding by investing again? Who would be protected against a lower price? How would additional shares dilute the other shareholders?
08Contributions, incentives and conversion7; 8.1
In the filed text
The filed text provides for Work for Equity: remuneration through shares or participating instruments for work or services, with possible vesting, initial waiting periods and forfeiture. It provides for participating financial instruments with economic or administrative rights, excluding votes in the general meeting, and convertible financing. It also describes treasury-share operations and financial assistance with reference to the startup regime.
Goal for discussion
Before using an instrument, its legal and tax conditions, recipients, vesting, price and conversion need review. The rewrite should make commitments that may become equity visible; this agenda grants no tax exemption or shares.
To be defined
Which contributions will qualify? When will rights vest? On which terms could financing become equity? How will the instruments affect future capital?
09Cash, debt and guarantees4.5; 8.3–8.5; 13.1
In the filed text
The filed text provides broad treasury powers, including financial instruments, currencies, digital assets, derivatives and algorithmic trading. It assigns risk, debt and leverage decisions to the founder or a designated director, and contemplates guarantees and shareholder loans. The ancillary description of treasury in the corporate purpose should be read alongside the breadth of Article 8. The document does not establish that such transactions have occurred.
Goal for discussion
The rewrite should consider limits, approvals, operating reserves, counterparties and risk reporting. Subordination and repayment priorities for shareholder loans also need clarification, keeping company debt, risk capital and available cash distinct.
To be defined
Which cash may be invested and at what risk? Who will approve debt and guarantees? What information will investors receive on total exposure?
11Transfers between branches6.2; 8.2; 13.2; 15.6–15.9
In the filed text
The filed text provides for internal branch financing, cross-branch use of premiums and reallocation of assets, licences and capital. Article 15 also allows transfers without consideration and gives the founder overriding powers against objections by the transferring branch; it describes digital recording and subsequent PEC notice. These powers can change the results attributed to tracking shares and should be read alongside branch economic priorities.
Goal for discussion
The rewrite should reconcile branch autonomy with cooperation by considering reasons, valuation rules, approvals, compensation and review rights. No investor allocation restriction or veto has yet been agreed.
To be defined
When could resources move without compensation? How would the transferring branch’s results change? What information and review will precede a significant reallocation?
12Information and verification15.1–15.4; 16.6–16.7; 19
In the filed text
The filed text provides for rules amendable by the director, SQL records for assets and results, and wording attributing absolute evidential force to data. It also restricts inspection by C-class and tracking shareholders and system access to protect company secrets. These are textual assertions requiring review: recording data does not automatically establish accuracy, completeness or legal compliance.
Goal for discussion
Readable reports, reconciliations, change histories and challenge and correction procedures need to be designed. Confidentiality, technical access and information rights should be reconciled with the law, distinguishing internal data, verified evidence and independent review.
To be defined
Which reports will each investor receive? Who will check allocations and changes? How can an error be challenged without unnecessary access to code, personal data or secrets?
13Transfers and inheritance6.3; 9; 11.1; 11.3
In the filed text
The filed text provides a three-year transfer restriction for shareholders other than the founder unless he consents, and an asymmetric pre-emption right in his favour. It adds discretionary consent, restrictions on encumbering shares, PEC notifications and digital transfer procedures. For inheritance and co-ownership it contemplates common representation, compulsory purchase and book-value criteria excluding goodwill. The founder has exemptions unavailable to other shareholders.
Goal for discussion
Restrictions, permitted buyers, refusal, pricing, inheritance and payment times need review. The future rules should make potential illiquidity explicit without presenting a transfer as always available or guaranteed.
To be defined
To whom could shares be sold and with whose consent? What alternative would exist after a refusal? How will heirs, co-owners and share encumbrances be treated?
14Sale, compulsory purchase and deadlock10; 11.2; 16.4
In the filed text
The filed text provides a founder drag-along, allowing him to require a joint sale, and expressly excludes a minority tag-along right to join his sale. It contemplates bad-leaver compulsory purchase at the lower of nominal value and book equity, purchase for inactivity or personal events, signing mandates and a buy-or-sell deadlock procedure, with consequences for special rights and licences.
Goal for discussion
The rewrite should examine balanced exits, objective triggers, valuation, a fair opportunity to respond and asset continuity. Financial investors need to be distinguished from shareholders with operational duties; no tag-along, new protection or new price has already been granted.
To be defined
Who could require a sale? Who could join it? Which conduct would trigger compulsory purchase and how would the price be checked? What happens to licences during deadlock?
15Withdrawal and branch closure3; 6.6; 9.3; 20
In the filed text
The filed text provides withdrawal linked to indefinite duration with at least 180 days’ notice by digitally signed PEC. It also provides withdrawal for tracking shareholders when their branch closes or is liquidated, valuing the holding against that branch and excluding other branches from funding repayment. Article 20 also contemplates absorbing residual resources into the surviving branches.
Goal for discussion
General withdrawal, branch closure, resource reallocation and repayment need to be reconciled, reviewing valuation, procedure and applicable law. The notice period should not be presented as a promise to repay capital within the same period.
To be defined
Which value will be used and at what date? Who will determine it? When and from which resources could repayment occur if the branch closes or loses value?
16Liquidation and residual value8.2; 20
In the filed text
The filed text provides for total liquidation or closure of individual branches, powers over contracts and appointment of the founder as liquidator if shareholders do not act within the stated period. It also reserves a priority repurchase of intellectual property, property and other assets for the founder at 50% of net book value, with 60 days to exercise it. These are clauses requiring review, not an estimate of proceeds or repayment.
Goal for discussion
The rewrite should examine independent valuation, creditors, contribution priorities, conflicts, contracts and residual distributions. Founder purchases at a discount and the relationship between book and economic value particularly need review.
To be defined
Who will value the assets? Which debts and contributions will rank before equity? How will residual value be protected if the buyer also manages liquidation?
17Intellectual property and people16–18
In the filed text
The filed text provides for company ownership of intellectual contributions, confidentiality, non-competition, substantial penalties and post-exit obligations. Contractual values used for penalties are not investment valuations. It describes copyright remuneration, professional collaboration and accommodation or services in lieu of payment; benefits are discretionary unless agreed. It also contains tax and employment assertions requiring review against the actual relationship.
Goal for discussion
Initial ownership, assignments and licences, third-party contributions, secrecy and proportionate restrictions need clarification. Collaboration and welfare require agreements, correct classification, transparent valuation and professional review; becoming a shareholder does not automatically provide work or accommodation.
To be defined
Which intellectual property already belongs to the company? With what evidence and licences? Which obligations will survive exit? How will remuneration, accommodation and creative contributions be valued?
18Accounts, oversight and disputes14; 19; 21–22
In the filed text
The filed text provides a 31 December year end, annual accounts and internal quarterly reporting, alongside mandatory or voluntary oversight in the cases described. It does not establish that such oversight is active. For disputes it specifies a sole arbitrator appointed by the President of the Savona Court, proceedings in Savona in Italian and a contractual award based on equity. The final article refers to applicable law.
Goal for discussion
Current obligations, independent oversight, shareholder reporting and dispute resolution need review. Future wording should clarify arbitration costs, language, protections and compliance without treating the clauses as automatically enforceable.
To be defined
Who will review the accounts and branch data? How often will they be available? What procedure and costs will apply when an investor challenges a figure or decision?
Three documents, distinct status
Read the documents.
The filed Italian text is the source for documented existing provisions. The LaTeX drafts may differ from it: they support the review process and do not replace it. An investment will require updated and verified documents.
The working draft
The founder’s LaTeX version, with a more readable layout. This working material requires review: it is not the filed articles and is not an approved new version.
Download PDFThe draft in English
An informative translation of the Italian LaTeX draft for discussions with international investors. It remains a draft; it is not a certified translation of the notarial articles.
Download PDFFrom the guide to the instruments.
No offered percentage, valuation, anti-dilution protection, return or exit date is set here. Actual class allocations must be reconciled with updated instruments; this guide does not infer current ownership from historical records.
The English guide and draft support international understanding. The filed text is in Italian; the applicable law and language of future agreements must be clarified for the transaction.
Return to the investor pathwayDiscuss the open questions