We would like to inform you about an important regulatory change affecting company directors. Pursuant to Law 207/2024, which came into force on January 1, 2025, company directors are now required to possess a personal certified email address that shall be different from the company address, and to communicate it to the Companies Register.
In order to clarify the application methods of the aforementioned law, Note No. 43836 of March 12, 2025, issued by the Ministry of Economic Development, specified the operational details and timeframes for complying with the obligation.
Addressees of the obligation
Article 1 paragraph 860 of Legge Bilancio 2025 extends the obligation to communicate the certified email address to directors "of enterprises constituted in corporate form", including:
partnerships and business corporations that carry out entrepreneurial activity, also including, under specific conditions, company networks.
! The following are excluded:
the non-business companies, by reason of the provision of Art. 2249 paragraph 2 of the Italian Civil Code (with the sole exception of non-business companies that carry out agricultural activity and mutual benefit societies);
consortia (also with external activity);
limited liability consortia.
Directors
The category also includes liquidators of companies, whether appointed by the shareholders or by judicial intervention, and in general to persons that are, in some respects, legally comparable to directors, to whom the Italian Civil Code nevertheless entrusts the management of the company in liquidation, in place of the directors who have ceased to hold office.
The obligation applies to the persons holding the office, not to the body as such. In the event that there are multiple directors of the company, it is necessary to register a certified email address for each of them.
Administrative Fees
According to Article 16, paragraph 6 of Decree-Law No. 185/2008, the registration of a digital domicile in the Companies Register, as well as any subsequent changes, is exempt from stamp duty and administrative fees.
Compliance
► By June 30, 2025, for companies already incorporated prior to the obligation coming into force.
For companies incorporated after January 1, 2025 (or which on the basis of a deed of incorporation of an earlier date apply for registration after January 1, 2025), the deadline for compliance coincides with the filing of the application for registration in the Companies Register.
Penalties for Non-compliance
Failure to provide the certified email address prevents the successful completion of the preliminary investigation stage of the application submitted by the company, as this information is required by law. In the event of an application for the registration, appointment or renewal of a director by a company subject to this obligation, the receiving Chamber of Commerce must therefore suspend the procedure and grant the company a reasonable period (not exceeding thirty days) to provide the missing information. If the company fails to do so, the application will be rejected.
Pursuant to Article 2630 of the Italian Civil Code, “any person who, by virtue of their position within a company or consortium, is required by law to make complaints, communications or filings with the Companies Register within the prescribed terms, but fails to do so”, shall be punished with an administrative sanction ranging from Eur 103 to Eur 1,032. However, the amount of the penalty may be reduced to one third if the complaint, communication or filing is made within thirty days of the expiry of the prescribed term.
For further information
For any doubts or clarifications, please do not hesitate to contact us. |
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