ROME The Giorgio Armani Foundation should “continue receiving with the benefit of the inventory of the bestowed heritage”. This is one of the important parts of the minutes of the board of directors of the foundation registered in the name of the stylist who passed away on September 4, 2025, which belonged to Il Messaggero, which was then held in a video conference and which on the agenda was, in point 1, the integration of corporate bodies and, in point 2: “Decision regarding the legacy donated by the Founder”. The document goes on to say: «The President – Pantaleo Dell’Orco – also stipulates that the founder has placed the entire amount of taxes derived from the succession and charges of the foundation itself to his heirs».
Two secret wills
Giorgio Armani’s two secret wills dated March 15, which were opened five days after his death – September 9 – reveal in detail that the Foundation, which already owned 0.1% of the shares, had full ownership rights over 9.9% (equivalent to 30% voting rights) and “empty ownership” rights over the remaining 90% of the shares. In fact, the founder divided the remaining voting rights between Pantaleo Dell’Orco (the designer’s long-time companion) and his grandchildren Silvana Armani and Andrea Camerana. Therefore, of the entire company, Dell’Orco will have usufruct rights to 30% of the shares and 40% of the voting rights.
New details
Now more details are starting to emerge, such as the acquisition of a conditional inheritance by the foundation. A similar acceptance method means «that the Foundation will be responsible for all debts according to the limits of the positive benefits it will receive from the inheritance itself», explains Alessandro Orsenigo, owner of the Milanese company Orsenigo & Valentini, one of the leading experts in succession matters. «Simply put, once an inheritance is received with the benefit of an inventory, two separate and non-communicating “assets” are created: the heir’s personal property (his assets, checking accounts, debts); inherited assets (everything that belonged to the deceased, including assets and debts). With the following consequences – continued expert Orsenigo –: 1) the foundation is not obliged to pay inheritance debts and legacies that exceed the value of the assets it receives as an inheritance. If, for example, the Foundation has received assets worth 50,000 euros and its debts reach 80,000 euros, the heirs will only be liable for up to 50,000 euros, and creditors cannot demand that the Foundation pay the remaining 30,000 euros; 2) Foundations are obliged to pay off inheritance debts only using inherited assets, and not their personal assets. Therefore, the creditors of the deceased can only attack the inheritance, but can never seize the Foundation’s other assets”. Regarding the foundation tax that must be paid by the heirs, Orsenigo commented: «clarifying that the inheritance tax that the Foundation must pay to the State is paid by the other heirs, means that the heirs must reimburse the Fund that has been paid to the Financial Administration. In other words, the amount remaining to the Foundation is considered net of any taxes due.”
Board of Directors Meeting
A meeting of the directors of the Giorgio Armani Foundation was held to implement the instructions of the will. The first point is: “Integration of corporate bodies”. “The President recalled that its Founder, Mr. Giorgio Armani, passed away on September 4 2025 and therefore concluded the “First Phase” (as defined in the Statute of the Foundation) and therefore it is necessary to continue with the formation/unification of the institutional bodies as provided for in the same Statute and in accordance with the wishes of the Founder, specifically: the Board of Directors. In this case, the President recalled that the transitional provisions of the Statute of the Foundation stipulate that the members currently in office are the right part of the Board and Mr. Pantaleo Dell’Orco takes the role of President”, we read in the minutes. «Therefore, it explains how the Founders will file confidentially on March 15, 2025 – noted in no. 11 of the repertoire of the Deed of the last will of the notary in Milan Elena Terrenghi issue 17 with the report of the same notary of 9 September 2025 rep.n.44448/17949, imposing the burden on the Foundation to appoint, in order to integrate part of the Board, Messrs. Andrea Camerana and Elena Terrenghi who, present at the meeting, accepted the position and proposed to continue the appointment of the fifth Board Member as the above lawyer, participant of the teleconference, expressed his thanks and accepted his position”. Attached to the minutes of the Foundation’s management was a letter from notary Anna Riberti stating that she was “unable to hold office as a member of the supervisory board”.
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