Edited by the Corporate&Compliance team
As already communicated in a previous newsletter, the Budget Law 2025, n. 207/2024, came into force on 1 January 2025, which introduced some new provisions regarding the obligations of company directors.
In particular, a new obligation to provide a digital domicile (PEC) has been introduced for directors of individual businesses who apply for first registration in the Chamber of Commerce or in the register of artisan businesses after 1 January 2025 and for directors of companies established in corporate form (i.e. limited liability companies, joint-stock companies).
At the dawn of the issuance of the regulatory provision, some interpretative problems arose, the solution of which was left to the competent Ministry, called upon to provide clarifications in view of a correct and effective application of the new regulatory provisions.
In fact, there was a lack of clarity regarding:
- Time regime: does the obligation also extend to individuals who are directors of companies established before the law came into force?
- PEC address: can the directors indicate, as their digital domicile, the PEC address of the company or are they obliged to indicate a personal one?
The competent Ministry (“Ministero delle Imprese e del Made in Italy”) issued its opinion on 12 March 2025, providing some initial operational indications in a communication sent to the Chambers of Commerce via Unioncamere and published on the website of the Ministry itself.
As for the first question, the Ministry confirmed that the obligation also extends to the directors of companies established before 1 January 2025, granting those obligated a deadline to comply by 30 June 2025.
As for the question of whether a director can indicate the company’s PEC address or whether it is requested to indicate a personal one, the Ministry, while recognizing that in a simplification perspective it would be preferable to opt for the first solution, has enhanced the rationale of the rule to embrace the opposite solution.
According to what was clarified by the Ministry, the rationale of the obligation to communicate is, in fact, to guarantee external transparency on the identity of the directors and to make a communication channel with them known to third parties, through a personal and exclusive PEC address.
Therefore, if in the meantime the directors have already complied to the requirement and communicated the same PEC of the company, they will have until 30 June 2025 to communicate their own digital domicile.
The competent Ministry then adds that, in the event that a person carries out the role of director in favor of multiple companies, he/she may, alternatively, use the same PEC address for all of the companies or have a different PEC address for each entity.
Lastly, and with regard to the consequences of violating the obligation to communicate, it should be noted that the omission of the indication of the PEC address of the director is cause for suspension of the registration of the filing (for example, filing relating to the registration of a company in the Chamber of Commerce or appointment or renewal of a director) and the Chamber of Commerce must grant a suitable term, in any case not exceeding thirty days, for the integration of the missing data, unless the application is rejected.
The Ministry closes the note by giving a warning to the Chambers of Commerce to follow up on the indications provided by asking Unioncamere to send subsequent updates regarding the application of the provisions in question on the national territory.
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