When you decide to open a company in Italy, you should know the main regulations related to appointing one or more directors, their legal responsibilities and how they must act for the benefit of the company. The Italian laws stipulate that a company is required to have at least one director and there are no interdictions regarding the maximum number.
The number of directors of an Italian company is stipulated in the company’s articles and the general meeting of the shareholders decides on how the directors will act in order to achieve the desired goals.
For the incorporation of a company, it is required to have at least one director who is appointed by the shareholders. The directors must sign a declaration of consent, after they are appointed, and the document will be sent to the local Trade Register within 30 days starting with their appointment. They are appointed for a period of three years and after that they may be renewed on their position.
The directors of an Italian company are allowed to perform whatever they consider for the benefit of the entity they manage. They must respect the Italian laws and avoid the conflict of interests, such as becoming directors or partners of a competitor or opening a business on their own, which will compete with the company they already manage.
Directors are allowed to represent the company and the board of directors decides what power has each of the directors. They may perform all activities and operations they consider necessary for the benefit of the company.
Regarding the conflict of interests, the representatives of a company may ask the local court to declare null the contracts signed by the director who is in a conflict of interest.
The directors may be partners of the company or not and this option is mentioned in the company’s articles. A company that has more than one director needs a board of directors who will decide according to the company’s articles. The power of representation and administration is granted jointly or individually to one or more directors of the board. In the case when all directors must act jointly, they have to consent on the operations that will be done. When one or more directors don’t agree to perform certain activities or operations, the decision in this regard will be taken by the majority of partners.
For more details about appointing the directors of a company, you may contact our law firm in Italy. Our Italian lawyers offer consultancy and legal services for local and foreign entrepreneurs interested in doing business in Italy.
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