Requirement for directors of Italian limited companies to hold certified email addresses changes: who must comply?

Article 13 of Decree Law no. 159 of 2025, containing "Urgent measures for the protection of health and safety in the workplace and in the field of civil protection" has amended the previous legislation, introduced by Law no. 207 of 30 December 2024 (2025 Budget Law), concerning the obligation for directors of partnerships and corporations to have a digital domicile (a certified email address (PEC)) and to communicate it to the Companies Registry. 

Amended obligation requirements  

From 1 January 2025, the 2025 Budget Law introduced the obligation for directors to register their PEC with the relevant Companies Registry (for further details, see our previous Insight).

With effect from 31 October 2025, pursuant to the regulatory amendment, this obligation no longer applies indiscriminately to "all" directors of limited companies, cooperatives and consortium companies, but only to those who hold management powers in limited companies, cooperatives and consortium companies.

In particular, the following individuals holding management powers in joint-stock companies, cooperatives and consortium companies are now required to obtain a PEC to be notified to the Companies Register:

• the sole director, as the sole holder of management functions;
• directors to whom the collegiate administrative body has delegated (some of) its powers (so-called managing directors). Managing directors are defined as any of the following individuals: "managing director", "executive director" or "director with powers" to whom powers and authority are conferred pursuant to Article 2381 of the Italian Civil Code (also referred to for the one-tier and two-tier systems in Articles 2409-novies and 2409-noviesdecies of the Italian Civil Code). Therefore, if one or more managing directors are appointed, they will all be subject to the obligation to obtain a PEC and communicate it to the competent Companies Register;
• in the absence of any managing directors, the chairman of the board of directors;
• in joint-stock companies (i.e. S.p.A.) with a dualistic system (which includes a management body, 'organo di gestione' ), the members of the management body with powers are so obliged, and if there are none, the chairperson. 

Rules on the choice of digital domicile  

The director's certified email address must be a personal and separate digital domicile: it cannot coincide with the digital domicile of the company for which the communication is made, nor with that of any other registered company or firm. It follows that the director must activate and communicate their own address, one that allows the sending of notifications and communications directly attributable to them.

Timing and impact on registrations  

For directors falling within the scope of the obligation who were already registered as directors at the Companies Registry on 31 October 2025, the PEC must be communicated within 31 December 2025. 

For new appointments and appointments or confirmations made after 31 October 2025, the communication of the PEC of each of the directors falling within the scope of the obligation is a requirement for the application for registration (whether in the case of first appointment or of confirmation) and must therefore be communicated at the same time as the request for registration of the appointment.

Non-compliance and penalties

Failure to comply with the obligation to communicate the PEC addresses of the relevant individuals will have two consequences.
In terms of penalties, in the event of a violation of this obligation, the Companies Registry may impose the administrative fine referred to in article 2630 of the Italian Civil Code which is doubled (from a minimum of €206 to a maximum of €2,064).
Furthermore, where an application is filed with the Companies Registry for the appointment or re‑appointment of a director who is under an obligation to communicate the PEC, and such PEC is not indicated in the filing, the Companies Registry may suspend the filing. In such case, the director will be granted a reasonable period to submit the missing PEC details. If the director fails to do so within that period, the Companies Registry will reject the application.

Methods of submission and responsibility for compliance  

The director is responsible for communicating the PEC to the competent Companies Registry via the DIRE IT platform and for the accuracy of the data.
The application may be digitally signed by the director or may also be submitted by intermediaries appointed by the interested party, or by the notary public (in the case of an appointment during the company's incorporation phase).

Operational notes 

If a director required to do so under current legislation has indicated the company's certified email address (and not their personal PEC) as their own, they must update it by 31 December 2025, replacing it with a valid personal address.
Directors who are no longer required to provide a PEC under current legislation but who had already registered it with the relevant Companies Registry (under the previous rules) may request its cancellation via the DIRE IT platform.

Osborne Clarke comment

The new regulatory framework introduced by Decree Law 159/2025 aims to simplify procedures and ensure more orderly management of the digital addresses associated with company directors, making the procedure less burdensome for companies.

However, failure to communicate the PEC addresses and the related potential risk of suspension or refusal by the Companies Registry to register the appointments of directors obliged to provide their PEC could, in fact, render the changes in the directorship in the registers ineffective, with potential repercussions for the company's operations in the ordinary course of business.