Considerations on filing the PEC address of board members with the Companies Register

We have already informed you about this, and several associations and IT providers will have reminded you of it more or less insistently in recent weeks:

Under a new provision introduced by the latest Budget Law (Art. 1 para. 860 Law 207/2024), directors of partnerships and corporations have in principle been obliged since the beginning of 2025 to open their own certified e-mail address (PEC) and to file it with the Companies Register in connection with their office as board member. It should be recalled that the Budget Law provides neither a deadline nor any administrative penalties for failure to comply with this new obligation.

The general administrative practice, however, is that

• for companies newly incorporated as from 1 January 2025, a PEC address is also required for the registration of the board members,
• whereas for companies already existing as at 1 January 2025, a PEC address of the directors is only required if, as from 14 April 2025 (this deadline was set by the Companies Register in Bolzano!), a notification of change relating to the managing directors/directors is filed.

It should be added, however, that by notice („nota“) No. 43836 of 12 March 2025 the Ministry for Made in Italy required all companies to notify a PEC address of their directors by 30 June 2025, threatening administrative penalties of between 103 and 1.032 euro in the event of non-compliance. It may nevertheless be doubted whether deadlines and penalties that are not provided for as such by law may be introduced by means of a press release. The confusion these days is correspondingly great.

May „only“ the company’s PEC address be notified?

A further question concerns whether a new PEC address actually has to be set up for the directors, or whether the company’s general PEC address may also be filed for the directors. In the above-mentioned notice, the Ministry came out in favour of a separate address for the directors. The association of the Chambers of Commerce („Unioncamere“) and in particular the Chamber of Commerce of Verona, by contrast, have from the outset also declared the company’s address to be admissible. And the Chamber of Commerce of Bolzano, too, allows in its latest circular that „the digital domicile may also coincide with the digital domicile of the company“, in plain terms: according to the Chamber of Commerce of Bolzano, a director may for the time being notify the company’s PEC address instead of an own one.

In view of the approaching deadline and in the absence of further official guidance, we offer the following considerations on this question:

1. The purpose of the PEC address will be above all to allow objections and notices for which the director is liable as a natural person, either alone or jointly and severally with the other directors and/or with the company he represents, to be served on him in a verifiable manner and with a certain date. This applies first and foremost to the Companies Register itself, where, as is well known, all members of the board of directors are subject to administrative penalties in the event of late filings. Until now, the Companies Register had to serve its notices laboriously by registered letter; in future, a click of a button will suffice to send the notification via PEC.
2. Where a separate, personalised PEC address is set up for a board member, it must above all be ensured that it is also checked regularly, or that incoming mail is forwarded to a mailbox that is used on a routine basis. Otherwise there is a risk of receiving notices or even tax payment notices and failing to challenge or pay them within the statutory deadlines. From this point of view, filing the company’s PEC address is generally to be recommended, at least whenever the companies concerned are operating companies where the PEC address is monitored regularly. In the case of dormant companies, by contrast, the situation may be exactly the opposite.
3. The consequences on expiry of the term of office or removal of directors also have to be considered: in such cases, personalised PEC addresses will have to be deleted without delay in order to avoid mail being misdirected to former directors.
4. Ultimately, the whole matter is also a question of trust: a director who has even the slightest doubt as to whether all notices concerning him will in fact be forwarded to him transparently when they are served on the company should set up and notify his own PEC address.
5. And finally, it is also a question of cost: if everything runs through the company’s PEC address, only the fees for that single address are incurred, and managing incoming mail is certainly simpler than if electronic mailboxes have to be set up and maintained for, say, 7 board members of a company.

Incidentally, no secretarial fees of the Companies Register and no stamp duty are payable on the notification of PEC addresses. One possible solution could therefore be to file the company’s address for each director for the time being and to await further legal developments. If need be, a separate PEC address can still be opened and filed for each director at a later stage. Should you decide to take this route and wish to meet the deadline of 30 June 2025 „set“ by the Ministry, we would be pleased to make the necessary filings for you.

We also enclose with this letter Information Notice No. 4/2025 of the Chamber of Commerce of Bolzano, which, as stated above, takes a very reasonable position on the matter.

Annex: Information Notice No. 4/2025 of the Chamber of Commerce of Bolzano