Law 218/1995 (Reform of the Italian Private International Law System) defines legal persons (companies, associations, foundations and any other legal entity). Art. 25 of Law 218/1995 provides that companies (or any other kind of legal entity) are regulated by the law of the State where they completed the process of incorporation. Italian law also applies when the administrative seat (or the main activity) is located in Italy.

As regards national legislation, the main rules are contained in the Italian Civil Code (see in particular Articles 2507 et seq.). Normally directors have the general right to represent the company.

Art. 25 of Law 218/1995 provides that companies (or any other kind of legal entity) are regulated by the law of the State where the incorporation was completed. Italian law also applies when the administrative seat (or the main activity/company purpose) is located on Italian territory (there is an open academic debate concerning the application of this rule also to EU companies).The Italian Civil Code (see in particular Articles 2507-2510 of the Italian Civil Code) provides for companies incorporated abroad. These rules will also integrate the Italian Private International Law System norms. Art. 2507 recalls EU law and provides that the interpretation of the norms is made in accordance with the principles of EU law.

Law 218/1995 “Reform of the Italian Private International Law System” has to be incorporated into EU law. The provisions of Law 218/1995 will not affect the application of the international conventions applicable to Italy (Art. 2), and their interpretation should take into account the international character and the need for uniform application.

All companies must be registered in the Italian Business Register (BR). According to Art. 2193 of the Italian Civil Code, all facts that must be registered by law in the BR, if not registered, cannot be enforced against third parties by those who are required to register them (unless they prove that the third parties were aware of these facts). Facts that must be recorded in the BR are enforceable against third parties from the moment they are recorded (and the absence of knowledge of these facts cannot be claimed by third parties). The Italian Business Register is public (anyone can consult it and obtain in real time extract, certificates, copies of acts and financial statements concerning registered companies)

Companies incorporated abroad and establishing one or more secondary seats with permanent representation in Italy are governed, for each of these seats, by the rules of the Italian law concerning the registration of company documents (Art. 2507 et seq. of the Civil Code). These companies must therefore register: first name, surname, date and place of birth of the persons representing the company on Italian territory together with the indication of their powers. The fact that acts registered under the provisions of Italian law are different from the rules of the State where the main seat is located cannot be enforced against third parties who have completed operations with the secondary seat. Companies incorporated abroad are also subject, with regard to the secondary seat in Italy, to the norms regulating entrepreneurial activity or indicating compliance with particular obligations. The act of correspondence of the secondary seat of companies incorporated abroad must contain the indication of Art. 2250 of the Italian Civil Code and the indication of the office of the BR where the secondary seat is registered (and its registration number).

Companies incorporated abroad adopting a different “company type” from those regulated by the Italian Civil Code, are regulated according to the norms concerning public limited companies (Spa) as regards the obligations to register company acts in the Italian Business Register and the liability of directors.

Generally the administrative body, whose powers may vary according to the type of company.

The general rules for limited companies are the following (Italian Civil Code):

SPA (public limited companies): Art 2384 – The power of representation given to the directors by the articles of association or by the decision of nomination is a “general power”.

SRL (limited companies): Art. 2475-a – Directors have the general right of representation of the company. Limitations on the director’s power of representation resulting from the act of incorporation or nomination, even if registered, are not enforceable against third parties unless it is proved that the directors acted intentionally to harm the company (exceptio doli).

Yes, on the Italian Business Register. Registration requirements may vary according to the company structure. Articles 2388, 2475 and 25019 of the Italian Civil Code contain provisions concerning the nomination of the director, the indication of those who have representative power and their limitations.

The information contained in the Italian Business Register is enforceable against third parties even if they were not aware of these registered facts; in any event, the limitation on the power of representation (indicated in the Articles of Association or in the decision of the company board), even if registered, are not automatically enforceable against third parties but it must be proved that the directors acted intentionally with the purpose of harming the company.

As regards the grounds on which the nomination is invalid (causes of invalid nomination): after registration in the Business Register, the causes of the invalid nomination are not enforceable against third parties unless the company has proved that the third parties were are of these causes of invalid nomination.

The general rule is indicated by Articles 2384 and 2475-a of the Italian Civil Code.

As indicated above, there may be limitations on the powers of representation and cases where the legal representative must act on the basis of a decision of the board of directors or the company’s partners.

The violation of the above mentioned limitations (see answer to question 10) can only have effects in the company internal relations and possibly expose the director to liability against the company (or dismissal for just cause).

Through the Italian Business Register.

See answers to questions 10 and 11.

Yes, it is possible to verify the right of representation by digital means from the Italian Business Register. The inquiries can be conducted both in English and in Italian.

D. Lgs. 25/05/2017, n. 90 (“Decree”) transposing the Anti-Money Laundering EU Directive 2015/849, amending Italian Anti-Money Laundering legislation (D. Lgs. 21/11/2007, n. 231) and providing, inter alia, for the creation of an ad hoc section of the Business Register (not yet implemented), which should contain information on the beneficial ownership of legal entities and trusts.