Practical guide

How to draft a request for conversion of securities under Art. 1999 c.c. with AI

3 min read · Updated September 2026 · Editorial oversight: Avv. Federico Papa

Article 1999 of the Italian Civil Code governs the holder's right to convert a representative instrument from one circulation regime to another. This guide explains how to prepare the formal request to the issuer for converting a bearer instrument into a nominative one or vice versa.

In brief

The conversion request under Art. 1999 c.c. is the instrument through which a lawful holder exercises the right to change a security's circulation regime (bearer or nominative). This right is exercised at the applicant's expense, provided conversion is not expressly prohibited by law or the instrument's terms. The application must include precise identification of the securities, proof of possession, and an undertaking to cover administrative costs, ensuring the continuity of the rights embodied in the paper under the new chosen regime.

The steps

1.
Verification of convertibility requirements
The first step involves examining the security (titolo di credito) and its issuance regulations. Art. 1999 c.c. states that conversion is possible unless excluded by the issuer or special laws. One must verify the absence of inconvertibility clauses. At this stage, edit.legal can assist in analyzing complex information prospectuses to identify limitations on the circulation regime that might render the application inadmissible or require specific procedures dictated by the issuer.
2.
Identification of the holder and legitimacy
The application must be filed by the lawful holder. If the security is a bearer instrument (al portatore), legitimacy is proven by physical possession. If it is a nominative instrument (nominativo), one must demonstrate that the applicant matches the name on the certificate and the issuer's register. The request must include full personal details, tax code, and, for corporations, the legal representative's signing powers. It is essential to attach copies of the securities or provide unique identification data such as serial numbers.
3.
Drafting the object and intent to convert
The body of the document must unequivocally state the intent to convert the instrument. You must specify whether you are requesting a shift from bearer to nominative or vice versa (conversion of the circulation regime). Art. 1999 c.c. is the legal basis to be explicitly cited. Clarity is fundamental: an ambiguous request could be rejected by the intermediary or the issuer. By using edit.legal, you can generate standardized formulas that reduce the risk of clerical errors in describing the desired operation.
4.
Assumption of costs and expenses
According to Art. 1999 c.c., the conversion is carried out at the holder's expense. The document must contain an express acceptance of administrative costs and any commissions set by the issuer or custodian. Without this clause, the issuer may legitimately suspend the procedure. It is advisable to request a cost estimate beforehand to include an authorization for debiting a specific bank account in the application, thereby speeding up the technical timeline for issuing new certificates or making new entries.
5.
Signing and submission methods
The application must be signed by the holder. If sent electronically, a digital signature is highly recommended to ensure authenticity and integrity. Submission should occur via channels providing proof of receipt, such as certified e-mail (PEC) or registered mail with return receipt, addressed to the issuer's registered office or the designated securities office. In the case of dematerialized securities, the request is typically forwarded through the financial intermediary where the securities are deposited.

Legal basis: Art. 1999 c.c.Art. 2002 c.c.Art. 2003 c.c.Art. 2021 c.c.

Mistakes to avoid

Failure to state the willingness to bear expenses, which stalls the administrative process
Incorrect identification of the serial number or lot of the securities to be converted
Requesting conversion for securities that, by law or bylaws, are issued exclusively in one form

Frequently asked questions

Is conversion an absolute right of the holder?

No, Art. 1999 c.c. specifies that conversion is possible unless it is excluded by the issuer or by law.

What happens if the securities are lost?

In case of loss, one must first initiate the cancellation and replacement procedure (ammortamento) and only subsequently request the conversion.

Is it possible to convert dematerialized securities?

Yes, but the procedure is handled through accounting entries managed by intermediaries, while still following the principles of Art. 1999 c.c.

Editorial oversight: Avv. Federico Papa·ICAMUpdated 18 September 2026Content drafted with AI support and subject to editorial source checks. Despite these controls, inaccuracies may remain: reports and rectification requests are welcome. Report a correction

What edit.legal automates

—Analysis of the request's compliance with the text of Art. 1999 c.c.
—Automatic extraction of security identification data from scans or digital documents
—Suggestion of indemnity and cost acceptance clauses based on banking practice