Limits to Corporate Bond Issuance in Proportion to Legal Capital

How EU member states regulate the amount of corporate bonds a company may issue relative to its capital or equity base — EU countries, March 2026.

Analysis: Prof. Marco Ventoruzzo (Bocconi University)  ·  Visualisation: ECGI
Classification involves simplifications and is intended as illustrative of the scope and rigidity of mandatory limits imposed by national corporate law. Hover over any EU country for details. For a full accessible text alternative, use the data table below the map.

This visualisation shows an interactive map of Europe classifying EU member states into three categories based on whether their corporate law imposes rigid limits, flexible limits, or no limits on the amount of bonds a company may issue relative to its capital or equity base. A full data table is provided below the map as a text alternative.

“Rigid limits”: rules setting a general mandatory cap on bond issuance with limited exemptions. “Flexible limits”: systems with some limitations, significantly more flexible than rigid systems. “No limits”: bond amount substantially left to private ordering and negotiation. Classification involves simplifications; for illustrative purposes only. Source: Prof. Marco Ventoruzzo analysis, March 2026.

View full country data table (text alternative for this map)
Member state Classification Detail
AustriaFlexible limitsFlexible ratio-based constraints
BelgiumFlexible limitsFlexible limits; board discretion applies
BulgariaRigid limitsRigid capital-based cap on bond issuance
CroatiaFlexible limitsFlexible limits
CyprusFlexible limitsFlexible limits
CzechiaFlexible limitsFlexible limits
DenmarkNo limitsNo statutory cap on bond issuance volume
EstoniaNo limitsNo statutory cap on bond issuance volume
FinlandFlexible limitsFlexible limits
FranceRigid limitsArt. L228-39 Code de Commerce: cap tied to equity base
GermanyFlexible limitsNo general cap; flexible market-based constraints
GreeceFlexible limitsFlexible limits
HungaryFlexible limitsFlexible limits
IrelandNo limitsNo statutory cap on bond issuance volume
ItalyRigid limitsArt. 2412 c.c.: bonds capped at twice share capital plus legal and available reserves
LatviaNo limitsNo statutory cap on bond issuance volume
LithuaniaFlexible limitsFlexible limits
LuxembourgFlexible limitsFlexible limits
MaltaFlexible limitsFlexible limits
NetherlandsNo limitsNo statutory cap on bond issuance volume
PolandFlexible limitsFlexible limits
PortugalRigid limitsArt. 349 CSC: financial autonomy ratio — equity must represent at least 35% of assets after issuance
RomaniaRigid limitsRigid capital-based cap on bond issuance
SlovakiaFlexible limitsFlexible limits
SloveniaFlexible limitsFlexible limits
SpainFlexible limitsFlexible limits
SwedenNo limitsNo statutory cap on bond issuance volume

Note: classification involves simplifications and is intended as illustrative only. Portugal's rule (Art. 349 CSC) operates via a financial autonomy ratio rather than a nominal cap, but is classified as “rigid” given the structural equity constraint it imposes. Source: Prof. Marco Ventoruzzo analysis, March 2026.

Key observations
Italy is the outlier
Art. 2412 c.c.
Italy’s Civil Code caps bond issuance at twice share capital plus legal and available reserves — a rigid rule with limited exemptions that has no direct equivalent among its major EU peers.
Most of the EU: flexible or free
Majority of states
Most EU member states impose either flexible limits — where restrictions can be waived or adapted — or no statutory cap at all, leaving bond volume to market and contractual discipline.
A possible consequence
Italy’s lower corporate debt
Italian corporate debt as a share of GDP is lower than in many EU peers — a data point from the OECD Global Debt Report 2025 that prompted this comparative investigation.
Describing, not prescribing
Open question
Whether rigid limits are a problem is a separate question. They may protect creditors and stabilise leverage, or they may push companies toward bank lending and away from capital markets.