The digital domicile of company directors

The 2025 budget law (art. 1, paragraph 860, l. 207/2024) has extended to directors of companies the obligation to indicate and communicate their digital domicile to the business register. This requirement is part of the regulations on the digitization of companies, amending art. 5, paragraph 1, of the d.l. 179/2012, which already provided for such an obligation for companies incorporated and newly registered individual enterprises. Now, company administrators must also provide a certified e-mail address (PEC) or other qualified certified delivery service, valid for electronic communications having legal value, in accordance with the eIDAS Regulation (EU 910/2014).

Scope of application

The extension of the obligation raises several interpretative issues:

• Which companies are involved?

The reference to companies incorporated in corporate form seems to include all the corporate models provided for by the Civil Code, including partnerships, capital, cooperatives and consortia.

• Which administrators are obliged?

The standard refers in a generic way to "administrators", without distinguishing between administrators with or without powers of representation. It follows that all members of the administrative body must provide a digital address.

• Does the obligation extend to liquidators?

Although the rule only refers to directors, liquidators perform comparable functions since they manage the company in the liquidation phase. Doctrine and case-law recognize them as having a similar role to that of administrators, so it seems plausible that they are subject to the same obligation.

• What about the directors general?

Unlike liquidators, directors-general, although they have important management functions, are not part of the administrative body and are not expressly included in the regulation. Therefore, they do not appear to be covered by the obligation.

Obligations for companies already registered

A critical point concerns companies already registered before the entry into force of the standard:

• Do current administrators have to disclose their digital address?

The standard does not provide for transitional provisions, as was the case for companies with a mandatory PEC (for which an adjustment deadline of 1 October 2020 was set).

• Possible interpretation

In the absence of a specific deadline, it could be assumed that the obligation applies only to new appointments from 2025 onwards, leaving the situation unchanged for administrators in office before the reform. However, official clarification is awaited.

Conclusions

The new legislation is a further step towards digitising corporate communications, but it leaves some questions open. The working group Rapporti UnionCamere ed InfoCamere", which involves the Consiglio Nazionale del Notariato (National Notary Council), UnionCamere and the Ministero delle Imprese e del Made in Italy is analyzing the criticalities and will provide official clarifications.