Corporate resolutions in Italy

ResolutionYou can be quite amazed but it’s true: any corporate resolution in Italy should be written or printed on two old fashion corporate books: the Book of the Shareholders and the Book of the Directors. They should be prepared immediately after the company incorporation and sealed by a notary public or the Chamber of Commerce. If you make a mistake, you can’t simply trash the page, in fact each page as a unique number. On the bright side, you can be sure to find all the corporate resolutions in the same place.

From time to time you can be required to draft a specific resolution – for instance to setup a branch of your Italian company, or to prove the power of one of your managers. If this happen, what do you have to ask to your Italian lawyer?

If you are looking for a Resolution of the Board of Directors

  • In Italy you need to ask for: ‘Verbale del Consiglio di Amministrazione’

If you are looking for a Resolution of the Shareholders

  • In Italy you need to ask for: ‘Verbale di Assemblea Soci’

About Corporate Resolutions in Italy

Corporate Resolutions are used to keep a record of a company’s formal decisions, appointments and actions. Italy is no exception. They describe what a company, its board of directors or shareholders have decided to pass as an official motion, a corporate policy, an organizational process or an appointment.

In Italy all the major decisions of a company are required to be registered in the Statutory Books: old fashion books with equally old fashion pages of paper. Truth be told, in 2010 the law has finally accepted pdf files, although the conversion from paper to electronic files has not already started.

The same information registered in the Statutory Books could be submitted to the local Chamber of Commerce by a chartered secretary (‘Società di servizi autorizzata’) or by an approved accountant, in order to make the decision more official and make it easy to prove it.

For instance, when the board appoints a new top manager, or the shareholders appoint a new director, this is usually registered at the Chamber of Commerce. An updated Certificate of the Chamber of Commerce released after the registration proves the decision to clients, banks and providers.

Legalized Corporate Resolution

In Italy, a legalised corporate resolution is an abstract of the Corporate Books legalized by a notary public or by the Chamber of Commerce itself, and could be certified with Apostille or by a Consulate. The abstract CANNOT be made by your director, it’s an official documents, thus it can be made only by an official entity (the said notary public or Chamber or Commerce).

It could be expensive and time consuming, so remember that a Certificate of the Chamber of Commerce usually provides the same information and it’s cheaper and faster. In short, when they ask you a legalised corporate resolution, be sure that they specifically need this document, and not just official information on your company. In the latest case, you can probably go for the low cost solution.

Image source: Herman Rhoids on Flickr.com

Creative Commons License
This work is licensed under a Creative Commons License.
You are free to reproduce this publication for solely non commercial use, under the condition that you attribute the work to AttorneyItaly.com. For any other use, please contact us.

About the Author:

4 Comments

  1. Ean 28 June 2013 at 12:51 pm - Reply

    I am about to do a board resolution in Italy. In the UK/US/Australia, where I have practiced, a company can do the resolution as a written resolution in lieu of holding an actual meeting (just signed my the directors, etc.). Can you do this in Italy too? Do the bye laws have to specifically approve this?

    • Stefano L Tresca 5 July 2013 at 4:43 pm - Reply

      Hi Ean. I am a lawyer in Italy AND in the UK but I am not sure to understand your question. If you are the solely director (in Italian “Amministratore Unico“) indeed you can have a board resolution. In Italy you should also print the resolution on the Company Journal (“Libri Sociali“), an old style paper book (yes, paper !!!). Usually for simple resolutions you don’t need an expensive lawyer, just ask to your accountant.

  2. Anthony Campagna 4 July 2013 at 10:43 am - Reply

    Hello!
    Hope this finds you well!

    My wife and arive in Sicily August20 until November 17
    We are looking to purchase property for our Son and Daughter
    Who are also Americans as we are also with money from their bank account.
    They will not be in Sicily with us and will not be cmomming !!

    They want to give us Power of Attorney to choose for them a house in Sicly for the Families
    Use

    ???
    Can we use a Attorney in US.
    And Power of Attorney be recognized in Sicily

    Please help us
    Thankyou
    Anthony and Maria Campagna

    • Stefano L Tresca 5 July 2013 at 4:11 pm - Reply

      Hi Anthony and Maria

      a US power of attorney with apostille is valid in Italy. For the content of the power of attorney, I would advise to speak with a lawyer or with the notary public himself.

Leave A Comment