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Managing Directors

In the traditional system, the management of an Italian Joint Stock Corporation (“JSC”) may be carried out either by a Sole Director (“SD”) or by several directors, which constitute the Board of Directors (“BoD”). The management body, either in the form of a SD or of a BoD is competent for all matters related to the administration of the Company. When the management is carried out by a BoD, and If allowed by the Articles of Association (“AoA”) or by the General Meeting (“GM”), the BoD may delegate some of its powers to one or more Managing Directors (“MD”) in order to run the day-to-day management of the Company.

[...]

Division of Duties: The MD’s duties and powers are determined by the BoD which may delegate its powers, setting out the contents, limits and exercise of any such mandate. The MD ensures that the Company’s organizational, administrative and accounting structures are in line with its nature and size, and shall report to the BoD and Board of Statutory Auditors (“BSA”) on operating performance of the Company at least every 6 months. Some powers cannot be delegated by the BoD such as – among the others – the preparation of the draft annual financial statements or merger and de-merger projects of the Company.

Composition: The number of MDs is freely determined by the AoA or by the GM.

Appointment/Dismissal Competence: The MD are appointed by the  BoD. If the resolution that has delegated the powers to the MD does not provide any term, it is deemed that the term coincides with the duration of his office as a BoD member. Their powers may be revoked by the BoD at any time, even without a just cause.

Alternates: N/A.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Italy on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Nctm Studio Legale before actually changing any board members in Italy.

Appointment
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of BoD Meeting.

Convening notice.

Yes, to be signed by the Chairman or the Vice-Chairman of the BoD (as set out in the AoA).

As set out in the AoA.

No.

No.

Yes, if all the BoD members and BSA members attend the BoD Meeting. Also, if allowed by the AoA, if the majority of the BoD and BSA members attend the BoD Meeting and every BoD and BSA member has been duly informed of the BoD Meeting.
2

BoD Meeting.

Minutes of the BoD Meeting.

Yes, to be signed by the Chairman of the BoD Meeting and the Secretary of the BoD Meeting. 

At the date as stipulated in the convening notice (unless waived, cf. Step 1).

Yes, the original Minutes has to be kept in the Company Book.

No.

No, however, the BoD Meeting may be held by audio conference, if permitted by the AoA. Please note that the Chairman of the BoD Meeting and the Secretary of the BoD Meeting  must be physically present in the same place.
3

Filling of application with the Italian Business Register.

(i) Application form filling (electronic);

(ii) Minutes of the BoD Meeting;

(iii) Valid identity document of the appointed MD;

(iv) Standard form of the Business Register.

Yes, standard form of the Business Register to be signed by appointed MD.

No specific timing applies.

Yes, although for the purpose of the filling, a scanned copy is sufficient.

No.

No.

As legal representative, the appointed MD needs to fill in an application form with the Italian Revenue Agency.
1
Step 1
As set out in the AoA
2
Step 2
0 days
3
Step 3
No specific requirements

As set out in the AoA*

*The need for a physical meeting may take additional time.
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of BoD Meeting.

Convening notice.

Yes, to be signed by the Chairman or the Vice-Chairman of the BoD (as set out in the AoA).

As set out in the AoA.

No.

No.

Yes, if all the BoD members and BSA members attend the BoD Meeting. Also, if allowed by the AoA, if the majority of the BoD and BSA members attend the BoD Meeting and every BoD and BSA member has been duly informed of the BoD Meeting.
2

BoD Meeting.

Minutes of the BoD Meeting.

Yes, to be signed by the Chairman of the BoD Meeting and the Secretary of the BoD Meeting.

At the date as stipulated in the convening notice (unless waived, cf. Step 1).

Yes, the original Minutes has to be kept in the Company Book.

No.

No, however, the BoD Meeting may be held by audio conference, if permitted by the AoA. Please note that the Chairman of the BoD Meeting and the Secretary of the BoD Meeting must be physically present in the same place.
3

Filling of application with the Italian Business Register.

(i) Application form filling (electronic);

(ii) Minutes of the BoD Meeting;

(iii) Valid identity document of the person who signs the standard form;

(iv) Standard form of the Business Register.

Yes, standard form of the Business register to be signed by a BoD member who is also legal representative of the Company.

No specific timing applies.

Yes, although for the purpose of the filling, a scanned copy is sufficient.

No.

No.

As legal representative, the dismissed MD needs to fil in an application form with the Italian Revenue Agency.
1
Step 1
As set out in the AoA
2
Step 2
0 days
3
Step 3
No specific requirements

As set out in the AoA*

*The need for a physical meeting may take additional time.
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Fee quote

Nctm Studio Legale has provided all input about changing board members in Italy. Nctm is a leading [...] independent law firm in Italy providing multi-focused legal services to corporate clients and financial institutions. 

For five consecutive years, we have been recognized by the FT as one of the Most Innovative Law Firms. Our team is more than 250 strong, which includes 57 dynamic equity partners. With well-established offices in Milan, Rome, London, Brussels and Shanghai, we are known for our innovative approach, tailored expertise and prevailing quality in helping our clients to fully meet their needs.

For more information about Nctm Studio Legale and changing board members in Italy, please use the below contacts:

TEL: +39 02 72 55 11
EMAIL: bd@nctm.it
WEB: www.nctm.it