New certified email address obligation confirmed for directors of corporations and partnerships in Italy

The Budget Law 2025 introduced the obligation, as of 1 January 2025, for directors of partnerships and corporations to be provided with a certified electronic mail (PEC) address, to be communicated to the Companies Registry.

Scope of application

The new rules do not clarify whether the obligation applies indiscriminately to all directors of companies, even if they are already registered with the Companies Registry, or only to directors of companies established after the entry into force of the rules.
Therefore, various Chambers of Commerce , with an approach aimed at rationalisation and while waiting for further clarifications from the Ministry of Enterprises and Made in Italy, considered the indication of the certified email address to be compulsory only for directors appointed to companies at the time of their incorporation, taking place after 1 January 2025. 

On 12 March 2025, the ministry clarified that the directors' obligation regarding certified email addresses also applied to partnerships or companies already established before the entry into force of the new rule (1 January 2025). 

Based on these indications, the obligation is structured as follows:

• in the event of the first (or new) appointment of a director, or the renewal of the office of director, both for companies incorporated before 1 January 2025 and for those incorporated thereafter, the certified email address must be communicated at the same time as the appointment or renewal;
• for directors already in office, the deadline for communicating their certified email addresses is 30 June 2025.

Furthermore, based on the ministry's indications, the certified email address must be directly associated with the director, and cannot coincide with that of the company. Companies that had opted for the same address for both director and company must comply with the new indications by 30 June 2025.

Non-compliance and sanctions

In the case of an application for registration, or a deed of appointment or renewal of a director without the certified email address, the Chamber of Commerce will order the suspension of the application, assigning the company a reasonable period (not exceeding thirty days) to provide the missing information. Upon expiry of the given period, if the directors' certified email address has not been provided, the Chamber of Commerce will reject the application. 
Finally, an administrative fine of between €103 and €1,032 is also applicable, under Article 2630 of the Civil Code.

The relevance of the certified email address for companies and directors

The certified email address represents the digital domicile of the directors and the company; therefore, just like the physical domicile, it constitutes the official address of the holders. 

The company (and, where applicable, the directors) receives all communications concerning its activity at this address (such as, for example, administrative, tax and judicial acts). Therefore, any changes to the certified email address must be promptly notified to the Companies Registry. It is also essential that the certified email address be valid and functioning and that the relevant mailbox is periodically monitored by the holder.

Osborne Clarke comment

In the light of the ministry's clarifications, directors of partnerships and companies are invited to proceed with the creation and implementation of a certified email address as soon as possible and, in any event, within the deadlines.