ITALY Law and Practice Contributed by: Francesco Di Carlo and Flavio Acerbi, FIVERS Studio Legale e Tributario
6.3 Companies Registry Filings SPA and SRL are incorporated and registered with the competent Companies’ Registry, which is managed by the local Chamber of Commerce. The incorporation of an SPA and an SRL requires a notarial deed in front of a notary (even through a videoconference with respect to an SRL and subject to specific restrictions) and the filing of the relevant incorporation deed and of the by- laws attached thereto with the Companies’ Reg - istry. Italian companies are required to file a long list of documents and information with the Compa - nies Registry, which are then publicly available. These documents and information include (with - out limitation): • deed of incorporation, by-laws and any amendments thereof; • appointment, cessation, revocation, of direc - tors and members of the board of statutory auditors; • transfer of the corporate seat; • grant or revocation of powers of attorney; • minutes of shareholder meetings approving extraordinary transactions and approving the annual financial statements; • annual financial statements and consolidated financial statements; • the fact that the company has (or ceased to have) a sole participant; • the fact that the company is subject to the direction and co-ordination of another entity (Article 2497-bis Civil Code); • documentation regarding extraordinary trans - actions (eg, merger, demerger, transforma - tion); • liquidation and appointment of liquidators; • in a listed SPA, any shareholders’ agreement; and
• in an SRL only, any transfers of quotas and any update to the quota-holders’ list. Italian Anti-Money Laundering Law requires companies to disclose the identity of their ben - eficial owner to the Companies’ Registry. How - ever, this obligation is currently suspended pur - suant to a court order and a case is pending in front of the Court of Justice of the European Union. Failure to make required filings may have differ - ent consequences, depending on the nature of the actual filing: • some corporate acts must be filed to produce any legal effect and are void until the rel - evant filing is completed and processed (eg, incorporation deed and amendments of the by-laws); and • some other corporate acts are unenforceable against third parties until the relevant filing is completed and processed. A failure to complete a required filing within the relevant deadline may also lead to pecuniary fines against directors, statutory auditors and the general manager (Article 2630 of the Civil Code). Company directors may be held personally liable for damages suffered by the company, share - holders or third parties due to their failure to file required documents (eg, pursuant to Articles 2395, 2476 and 2497-bis of the Civil Code). The Companies’ Registry exercises a formal and administrative review of the documentation and information provided to it, without any substan - tive legal review. The Companies’ Registry may reject the registration of a corporate act, if it lacks formal mandatory requirements or appears
440 CHAMBERS.COM
Powered by FlippingBook