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 (if established) 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 (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 the 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
|
2
Step 2
|
3
Step 3
|
|||
As set out in the AoA* *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 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 by electronic way; (ii) Minutes of the BoD Meeting; (iii) Valid identity document of the person who signs the document; (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 fill in an application form with the Italian Revenue Agency. |
1
Step 1
|
2
Step 2
|
3
Step 3
|
|||
As set out in the AoA* *The need for a physical meeting may take additional time. |
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 11EMAIL: bd@nctm.it
WEB: www.nctm.it