OBLIGATION OF PEC ADDRESS FOR THE DIRECTORS OF ITALIAN COMPANIES

The declaration of a certified e-mail address (PEC) is no longer an obligation limited to companies only but extends to their directors as well. This novelty was introduced with the Budget Law No. 207/2024 and became immediately applicable to all companies established or registered with the Business Register starting from January 1, 2025. However, a clarification from the Ministry of Enterprises and Made in Italy (MIMIT) was needed on March 12, 2025, to resolve doubts regarding the applicability of this new rule to companies established before 2025.

In general, the law requires that the directors of companies incorporated in a corporate form communicate a certified e-mail address (PEC) to the competent Business Register. Therefore, the recipients are all the directors of companies, whether they are partnerships or corporations that can engage in entrepreneurial activity, including limited liability companies (SRLs) and joint-stock companies (SpAs).

Each director, individually, even if part of a Board, is now required to communicate a personal and exclusive PEC address to the Register so that it can be known by all third parties who may have a legitimate interest in having a direct and formal communication channel.

MIMIT has also intervened to clarify another aspect, namely the possibility of using the company’s PEC address for the directors. The ministerial clarification specified that the company’s PEC address cannot coincide with that of the director. In fact, the director is required to have an individual address distinct from the company’s. It was also clarified that if a person holds this role for multiple companies, the same PEC address can be used in multiple cases, identifying the PEC address as the “domicile” of the individual director.

Companies and their directors must comply with the legal deadlines, which are set by June 30, 2025. This deadline may be advanced, and will be mandatory in cases of new appointments or renewals of directors appointments, as the director must communicate the PEC address at that time.

Failure to comply with the new regulation may lead to the suspension of the procedure (e.g., in the case of a new director’s appointment) or the application of fines ranging from €103 to €1,032.

It is important to note that PEC is an electronic communication system adopted in Italy and introduced in 2005. It differs from traditional e-mail because it guarantees the authenticity and integrity of the content and communication, and also provides legal proof of the date and time of sending and receiving the message. This means that PEC has the same legal value as a registered letter with return receipt, as both the sender and recipient are guaranteed the authenticity of the communication and certainty of the delivery, receiving what is called the “delivery receipt.”

In Italy, PEC is mandatory for companies, professionals, and public administrations and has now become so important that it replaces traditional bureaucratic correspondence, especially for official communications.

From a legal perspective, PEC is also a means of proof in the event of disputes. The delivery receipt, which confirms the recipient’s reading, has the same probative value as an official act, making it a fundamental tool for transparency and legality in formal communications.

PEC is therefore gaining increasing value, and it is important that this tool is managed in the most conscientious and responsible manner, especially within companies, with constant checks of the dedicated inbox and prompt forwarding of received e-mails.