Board of Directors

The management board, in the form of a Board of Directors (“BoD”) or of a Sole Director (“SD”), is the only mandatory governing body of an Italian Limited Liability Company (“LLC”). The Board of Statutory Auditors (“BSA”) is just an optional body in addition to the BoD, except from cases where its presence is mandatory according to the Italian Civil Code. In LLCs, the decision-making structure is not marked by a rigid separation between ownership and control; actually, the Quotaholders who own the Company may be also entrusted with its management, without the need to appoint a SD or one or more BoD members.

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Division of Duties: In general, the BoD/SD is competent for all matters related to the administration of the Company. Unless the management of the Company is carried out by a SD, the BoD members can resolve only within BoD meetings and in no event, the BoD member can attend the BoD Meetings by proxy. In LLCs a large number of resolutions which would otherwise be required to be adopted in a formal BoD Meeting, may be adopted by written consent, without a physical meeting. In fact, the Articles of Association (“AoA”) may provide that the BoD’s decisions are adopted by written consent or consultation. However, not all matters may be subject to this particular procedure.

Composition: The management functions may be entrusted to a SD or to a BoD. The composition is set out by the Quotaholders in the AoA or, if the AoA did not make a choice between the two types of composition, by such number as set forth in a subsequent decision of the General Meeting (“GM”). The BoD appoints among its members a Chairman, if not already appointed by the GM.

Appointment/Dismissal Competence: The BoD members are appointed by the GM. Italian law does not provide any mandatory provision regarding the duration of a BoD member’s office, so this decision has to be taken by the GM. Moreover, Italian law does not contain any provision on revocation of the BoD members. The only provision regarding revocation deals with preventive measures when a BoD member is accused of serious irregularities in the Company management. The AoA may provide the conditions for revocation, including also the revocation through written consent or consultation (without the need to convene the GM). A BoD member can resign at any time by giving written notice to the BoD and to the Chairman of the BSA (if established). The resignation is immediately effective if the majority of the appointed BoD members is still in office at the time the BoD member’s resignation is presented. If it is not, the resignation becomes effective only upon the re-appointment of the majority of BoD members and their acceptance of the office.

Alternates: No alternates are allowed. Where it is expressly provided in the AoA, upon the cessation of one or more BoD members, the remaining members may, if they are still in office, appoint substitute members by way of a resolution which, if it is existing, has to be approved also by the BSA (in Italian: “cooptazione”). The AoA may provide that, if there is no a BSA, there will not be need of any further approval. The BoD members so appointed remain in office until the first GM following their appointment, in where the Quotaholders decide whether or not they have to remain in the office.

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

Convening of GM.

Convening notice.

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

At least 8 calendar days prior to the GM (unless otherwise set out in the MoA).

No.

No.

Yes, if the entire Stock Capital is represented and all the BoD and BSA (if established) members attend the GM.

If provided by the MoA, the BoD may be appointed also without convening the GM by written consent or consultation between the Quotaholders.

2

GM.

Minutes of the GM.

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

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 GM may be held by audio conference, if permitted by the AoA. Please note that the Chairman of the GM and the Secretary must be physically present in the same place.

3

Filling of application with the Italian Business Register.

(i) Application form (electronic);

(ii) Minutes of the GM.

(iii) Valid identity document of the appointed BoD member;

(iv) Standard form of the Business Register.

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

Within 30 calendar days from the GM.

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

No.

No.

If the appointed BoD member is also a legal representative of the Company, he needs to fill in an application form with the Italian Revenue Agency.

1
Step 1
>8 days*
2
Step 2
0 days
3
Step 3
0-30 days

0-38 days**

*However, less than 8 days is possible if Step 1 is waived.

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

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

Convening of GM.

Convening notice.

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

At least 8 calendar days prior to the GM (unless otherwise set out in the MoA).

No.

No.

Yes, if the entire Stock Capital is represented and all the BoD and BSA (if established) members  attend the GM.

If provided by the MoA, the BoD may be appointed also without convening the GM by written consent or consultation between the Quotaholders.

2

GM.

Minutes of the GM.

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

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 GM may be held by audio conference, if permitted by the AoA. Please note that the Chairman of the GM and the Secretary must be physically present in the same place.

3

Filling of application with the Italian Business Register.

(i) Application form (electronic);

(ii) Minutes of the GM;

(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 BSA member, if the BSA is established, otherwise it has to be signed by a BoD member.

Within 30 calendar days from the GM.

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

No.

No.

If the dismissed BoD member is also a legal representative of the Company, he needs to fill in an application form with the Italian Revenue Agency.

1
Step 1
>8 days*
2
Step 2
0 days
3
Step 3
0-30 days

0-38 days**

*However, less than 8 days is possible if Step 1 is waived.

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

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

Notification to the BoD and the Chairman of the BSA (if established).

Resignation letter.

Yes, to be signed by the BoD member who resigns.

At any time.

No.

No.

No.

2

Filling of application with the Italian Business Register.

(i) Application form (electronic);

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

(iii) Standard form of the Business Register.

Yes, standard form of the Business Register to be signed by a BSA member (or a BoD member who is also legal representative if no BSA is established).

If a BSA is established within 30 calendar days from the notification of the resignation and otherwise, no specific timing applies.

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

No.

No.

If the resigned BoD member of the BoD is also a legal representative of the Company, such resignation has to be communicated to the Italian Revenue Agency.

1
Step 1
No specific requirements
2
Step 2
0-30 days

0-30 days

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
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