Giorgio Armani set the rules for his company’s future nine years before he died. In 2016 he announced a foundation and, according to Reuters, adopted bylaws to apply only after his death. They split the capital into six categories of shares with different votes and wrote his principles into the rules. He died on 4 September 2025, aged 91, and the design took effect.
This post looks at why it was built that way. Our news post on the will and the 15% stake sale covers the sale timetable.
Why Armani Set Up a Foundation in 2016
For most of its life the group had one owner. Armani founded the company in 1975 with Sergio Galeotti, who handled day-to-day management. After Galeotti’s death in 1985, his 50% interest passed to Armani, according to the International Directory of Company Histories. Armani had no children.
In July 2016 he said the foundation would protect the governance of the group’s assets and keep them stable over time, Reuters reported. His principles for future managers: innovation and excellence, prudent finances, limited debt and a careful approach to acquisitions. Reuters recalled his words from 2014: “I don’t want to leave problems for the people who come after me.”
What the 2016 Bylaws Said About Shares and Votes
The bylaws were never published. Details come from Corriere della Sera (via Forbes Italia, 2023), MF Milano Finanza and Reuters, which reviewed a 2016 document held by a Milan notary:
- Six categories, A to F. A holds 30% of the capital with 1.33 votes per share; F holds 10% with three votes per share; B to E hold 15% each. All share equally in dividends.
- Board seats follow the categories. Of eight directors, A names three, including the chairman; F names two, including the chief executive.
- High bars for big changes. Mergers, demergers, bylaw changes and capital increases need 75% of the votes.
- Principles in the rules. An essential, modern, elegant and understated style; acquisitions only to gain missing skills; half of net profit paid out; a listing only after the bylaws’ fifth year, with a board majority.
- A 2023 change. In September 2023 two categories without voting rights were created.
The logic: two blocks lead, but even together they cannot rewrite the rules. A and F hold 40% of the capital and more than 53% of the votes, short of 75%. Guido Corbetta, a Bocconi professor, told Reuters this narrows the room for disputes among heirs, though it could restrict the company a little.
How Armani’s Design Played Out in 2025
According to Il Sole 24 Ore, the foundation received 9.9% outright, which with its earlier 0.1% gives it 10% of the shares and 30% of the votes, plus bare ownership of the other 90%. Pantaleo Dell’Orco, Armani’s long-time associate, received usufruct over 30% of the shares with 40% of the votes. We Wealth reported 15% of the votes each for Armani’s niece Silvana Armani and nephew Andrea Camerana, and usufruct without votes for his sister Rosanna and niece Roberta.
Their vote-to-share ratios, 1.33 for Dell’Orco and three for the foundation, echo categories A and F, though together they hold 70% of the votes, not the just over 53% reported for A and F. That is our own reading: no report we saw says which category each holder received.
On 28 November 2025 the group named an eight-member board chosen by the foundation and the heirs, AP reported, with Dell’Orco as chairman and Giuseppe Marsocci as chief executive.
A fair caveat
The bylaws and the 2023 amendment are not public, and MF called its figures leaks. Il Post says the bylaws were finalised in 2023. The reports we read do not explain how the will’s listing dates fit the bylaws’ five-year rule.
Five lessons to take away
- Design the structure while you can explain it. Armani set it up nine years before his death.
- Separate capital from control on purpose. Weighted votes gave 40% of the capital over half the votes.
- Tie board seats to share classes. Who names the chairman and chief executive was settled early.
- Write principles into the rules. Style, acquisitions, dividends and listing were all covered.
- Keep the rules adjustable. The design was updated in 2023.
The whole series in five lines
- History: Armani founded his company in 1975 with Sergio Galeotti.
- Accounting: self-financing and cost control, with prudent finance and limited debt.
- Strategy: one name across many lines, and tight control of making and selling.
- M&A: licences and partnerships, such as L’Oréal and Luxottica, rather than big acquisitions.
- Capital: this post, a foundation and bylaws built to outlast him.
For a family office
A family with one company and no obvious successor can ask what Armani answered on paper. Who holds the votes, and who the income? Who names the chairman and chief executive? Which decisions need a supermajority? Our guide to holding structures covers other tools. These are questions to bring to your advisors, not advice.
