1 April, 2022

Italy has implemented the EU Directive for the online incorporation of limited liability companies

The Italian legislator has recently implemented the EU Directive 2019/1151 of the European Parliament and of the Council of June 20th, 2019  regarding the use of digital means and processes in Company Law (Legislative Decree No. 183 of November 8th, 2022).

Among the innovations introduced, the possibility to incorporate an Italian limited liability company online stands out the most. In particular, the physical meeting of the shareholders with a notary public can be replaced with a virtual meeting for the execution of the incorporation deed through a specific online procedure.

The online incorporation procedure avoids the need of the physical presence of the shareholder and the preparation of a power of attorney notarized and apostilled (or legalised) for foreign shareholders.

The online incorporation procedure can be used only when the contributions of the shareholders are made in cash (with the exclusion of contributions in kind) by bank transfers to a dedicated notary’s account, and the shareholders have obtained an electronic signature device.

The procedure has been designed to ensure the same safety and reliability as for the conclusion of any other public deed. In the case of a digital execution of the incorporation deed, in fact, the deed will be uploaded on the platform and it will be possible for all participants to verify the content. Before proceeding with the execution of the deed, the notary will check the identity of the shareholders through the use of applications that are able to read the data contained in the electronic identification documents, verify the effective intention of the participants given their presence in the videoconference meeting and read the incorporation deed as well as all the annexes. Finally, the deed will be concluded and signed through the digital signature devices of all participants. In case the notary has any doubts about the identity of any of the participants in the videoconference or the Internet connection does not allow an adequate recognition of the participants, the notary can interrupt the online meeting and request the physical presence of the parties.

The online company incorporation procedure must be completed within 5 working days in the case of a simplified limited liability companies, while it remains 10 days for traditional companies.

Finally, although it is an online and digital procedure, the territorial jurisdiction of the notary must be determined with reference to the residence of at least one of the shareholders or with reference to the place where the company intends to establish its registered office.

 

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