Foreign Director of SRL (LTD) and SpA (JSC)
not resident in Italy

The questions to be answered are the following:

- when foreign investors set up a SRL or SRLS or SPA in Italy, who can be appointed as director?

- Can he also be a non-Italian citizen?

- Can he also be a non-EU citizen?

- In addition to the director's nationality, is his residency also relevant?

- Must the director of a company incorporated in Italy also be resident in Italy? Or in another EU country? Or can he even be a resident of a non-EU country?

Rules for the appointment of director of a company in Italy

The rules are as follows:

- the citizen of any EU country, even if not resident in an EU country, may be appointed director of a company incorporated in Italy;

- a citizen of a non-EU country who is resident in an EU country can also assume the position of director of a company in Italy.

Furthermore, based on the indications of the “Ufficio del Conservatore del Registro Imprese” (Office of the Business Register; in Italy the Business Register is managed by the Chambers of Commerce divided into districts throughout the country) there is also the following criterion:

- citizens of foreign countries can assume the position of director of a company incorporated in Italy, even if they are not resident in Italy, provided that they are citizens of countries with which the "condition of reciprocity" applies.

The "condition of reciprocity" exists with those countries that have signed an Agreement with Italy on the Promotion and Protection of Investments (Bilateral Investment Treaty, BIT), the countries that have signed BIT agreements with Italy are the following:

Albania, Algeria, Angola, Saudi Arabia, Argentina, Armenia, Azerbaijan, Bangladesh, Barbados, Bahrain, Belarus, Bolivia, Bosnia and Herzegovina, Bulgaria, Cameroon, Chad, Chile, China, Congo, South Korea, Croatia, Cuba, Ecuador , Egypt, United Arab Emirates, Eritrea, Estonia, Ethiopia, Philippines, Gabon, Georgia, Jamaica, Jordan, Guatemala, Guinea, Hong Kong, India, Indonesia, Iran, Kazakhstan, Kenya, Kuwait, Latvia, Lebanon, Libya, Lithuania, Macedonia, Malawi, Malaysia, Mauritania, Morocco, Mexico, Moldova, Mongolia, Mozambique, Namibia, Nicaragua, Nigeria, Oman, Pakistan, Panama, Paraguay, Peru, Poland, Qatar, Dominican Republic, South Africa, Romania, Russia, Senegal, Syria, Slovakia, Slovenia, Sri Lanka, Tanzania, Tunisia, Turkey, Turkmenistan, Ukraine, Uganda, Hungary, Uruguay, Uzbekistan, Vietnam, Yemen, Zambia.

The same rule also applies to international agreements signed between the European Union and a third country regarding the promotion and protection of investments, an important agreement of this type is the one between Great Britain and the European Union which also has as its object mutual protection of investments https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:22021A0430(01)

The art. 131 of the aforementioned agreement between United Kingdom and the European Union entitled <<Senior management and boards of directors> states that <<A Party shall not require a covered enterprise to appoint individuals of any particular nationality as executives, managers or members of boards of directors. >>, therefore, from this provision it appears possible that a company incorporated in Great Britain, which establishes a company in Italy, can appoint as director of the company in Italy the same director of the company incorporated in Great Britain, regardless of his nationality.