New regulatory developments concerning the obligation for company directors to have a personal certified email address (PEC), other than the company’s certified email address, which must be communicated to the Register of Companies.
Regulatory developments
- Law 207/2024 (Legge Bilancio 2025), in force since January 1, 2025, provided in Article 1, paragraph 860, that the obligation to have a certified email address (PEC) is mandatory for all the directors of enterprises incorporated as companies, specifying in the subsequent Explanatory Note No. 43836 of March 12, 2025, that the definition of companies includes partnerships and business corporations that carry out entrepreneurial activity and, under certain conditions, company networks, excluding non-business companies (with the sole exception of those engaged in agricultural activities and mutual aid societies), consortia (including those with external activities) and consortium companies.
- The recent Article 13 of Decree Law No. 159/2025, which came into force on October 31, 2025, subsequently restricted the scope of entities to which the obligation applies, supplementing Article 5, paragraph 1, of Decree-Law 179/2012, by requiring only certain directors to have a personal certified email address (PEC).
Directors subject to the obligation
Given the above regulatory changes, only directors of companies holding the positions of sole director or managing director or, if not present, chairman of the board of directors are now required to comply with this obligation.
Digital domicile requirements
The aforementioned Article 13 of Decree Law 159/2025 also specifies that the digital domicile to be communicated to the Register of Companies must be a personal certified email address, as the director's certified email address cannot be the same as the company’s certified email address.
Deadlines for compliance
Companies that are already registered in the Register of Companies must communicate the digital domicile of the aforementioned directors by December 31, 2025, and, in any case, upon appointment or renewal of the position.
Administrative fees
Pursuant to Article 16, paragraph 6, of Decree-Law No. 185/2008, the registration of the digital domicile in the Register of Companies, as well as any subsequent changes, is exempt from both stamp duty and administrative fees.
Penalties for non-compliance
In violation of this obligation, Article 16, paragraph 6-bis, of Decree-Law No. 185 of November 29, 2008, converted, with amendments, by Law No. 2 of January 28, 2009, applies. It provides that failure to communicate the certified email address to the Register of Companies will result in the suspension by the Chamber of Commerce of any proceedings initiated in response to an application for registration or an act of appointment or renewal of a director by a company subject to the obligation.
It also provides for the applicability of the penalty under Article 2630 of the Italian Civil Code, doubled in amount, according to which “anyone who, being required by law to do so because of their office in a company or consortium, fails to comply, within the prescribed time limits, with reports, communications, or filings with the Register of Companies” is subject to a penalty ranging from euro 103.00 to euro 1,032.00, except that the amount shall be reduced to one third if the report, communication, or filing is made within thirty days of the expiry of the prescribed time limits.
