You 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
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