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 members attend the GM. |
|
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. |
The appointed BSA member must formally accept the office. If the appointed BSA member is present at the GM, he may accept his office at the meeting and the minutes must report his acceptance. Otherwise he may accept his office just filling the application form. |
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 BSA member and of the BoD member who signs the standard form; (iv) Standard form of the Business Register. |
Yes, standard form of the Business Register to be signed by the appointed BSA member/and by a BoD member who is also legal representative of the Company. |
Within 30 calendar days from the GM. |
Yes, although for the purpose of the filling, a scanned copy is sufficient. |
No. |
No. |
1
Step 1
|
2
Step 2
|
3
Step 3
|
|||
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. |
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 members attend the GM. |
|
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. |
The resolution of the GM has to be approved by Decree of an Italian court, upon the hearing of the revoked BSA member (cf. Step 3). |
3 |
Judicial Proceeding before the Italian competent court. |
Action commenced by the BoD. |
Yes, to be signed by the BoD member who is also the legal representative of the Company. |
There are no mandatory terms but it usually takes between 3 and 6 weeks (and up to 12 months for very complex cases depending on the cause of revocation). |
Yes. |
No. |
No. |
The proceeding takes place in Council Chamber. The Judge simply listens to the revoked BSA member and verifies whether there is a just cause. The proceeding ends with the Decree of the Italian court which approves/or not the resolution of the GM. |
4 |
Filling of application with the Italian Business Register. |
(i) Application form (electronic); (ii) Minutes of the GM and the Decree of the Italian court; (iii) Valid identity document of person who signs the standard form; (v) 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. |
Within 30 calendar days from the “res judicata” of the decision of the court. |
Yes, although for the purpose of the filling a scanned copy is sufficient. |
No. |
No. |
1
Step 1
|
2
Step 2
|
3
Step 3
|
4
Step 4
|
||||
3 weeks - 11 weeks*** *However, less than 8 days is possible if Step 1 is waived. **Longer period may apply depending on the complexity of the dismissal. ***The need for a physical meeting may take additional time. |
Step | Action | Documentation | Signatures? | Timing | Originals? | Notarization/ Certification? |
Waiver of Step? |
Miscellaneous |
---|---|---|---|---|---|---|---|---|
1 |
Notification to the BoD and the other BSA members (alternates included). |
Resignation letter. |
Yes, to be signed by the BSA member who resigns. |
At any time. |
No. |
No. |
No. |
Even if it is not expressly provided in the Italian Civil Code, Italian scholars state that the BSA member should indicate the reason of his resignation. If there is no just cause, the Company is entitled for compensation. |
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 BoD member who is also legal representative of the Company. |
Within 30 calendar days from the date of the notification of the resignation. |
Yes, although for the purpose of the filling, a scanned copy is sufficient. |
No. |
No. |
1
Step 1
|
2
Step 2
|
||
0-30 days |
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