Nominee Director in Italy

We provide following services:

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• registered agent and registered office

• companies house

• nominee services

• nominee director (Italian Resident)

• nominee shareholder (for Non-resident)

 

In some cases a foreign investor, whether an individual or a company, can’t form a company in Italy or, in the case of an individual, he can’t be the CEO or general manager of a company incorporated in Italy for the following reasons:

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- lack of reciprocity between Italy and the foreign country of which the foreign individual is a national, or, in the case of companies, the foreign country in which the company is domiciled;

- lack of a suitable degree of study by the foreign investor, as required by Italian law, in order to get the license that is required to carry out the business of the company in Italy;

- lack of enrollment in a special profession in Italy to be able to pursue a certain profession in the form of companies;

- difficulties for a foreign company manager to obtain a residence permit in Italy for the purpose of serving as a director of a subsidiary company in Italy.

 

Therefore, in such cases, the foreign investor may appoint as manager of his company established in Italy an Italian nominee director who is a professional expert in company law and corporate governance.

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The director of a company in Italy must be resident in Italy.

 

The nominee director in Italy:

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• is an individual or a corporate body

• acts as a non executive director

• has the mandate to act in the board of directors of the company

• acts on behalf and in the name of another person or company

• if the articles of association of the company requires that the nominee director needs to have a share qualification, he has to get it into a term 

• has the task to accelerate the registration of the company on behalf of a foreign investor

• prepares the annual documents to be deposited by the company at the chamber of commerce (at which there is the register of companies), INPS (employees pension fund), INAIL (employees accident fund), agenzia delle entrate (tax authority) and relevant registers

• has the same tasks as the regular director

• provides to the competent authorities all required information about the company

• keeps books of accounts, registers and other documents

• drafts yearly statements of accounts

• summons the general meetings of the shareholders

• takes part at the annual audit

• registers the necessary documents at the relevant authorities

• arranges and controls on behalf of the company the commercial transactions

• arranges and controls the activities of the company in case of liquidation process or merger and de-merger procedure.

 

The non-EU citizens resident in Italy willing to start in Italy an activity such as:

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• director of a company already active in italy (SRL, SPA, SAS, SNC)

• legal representatives of foreign companies (Representative Office or Branch)

• holders of a sole proprietorship (impresa individuale)

• members of partnerships

 

must possess a residence permit issued for one of the following reasons:

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• self-employment

• employment

• waiting for employment

• family reasons

• humanitarian grounds

 

otherwise, the director or legal representative of the Italian company:

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• have to be an Italian citizen or

• if he is a foreign individual not resident in Italy, he has to possess the business visa.

 

The citizens of:

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• EFTA countries (Iceland, Norway, Liechtenstein, Switzerland, San Marino)

• EEA countries (EU Member States, Iceland, Liechtenstein, Norway)

• Vatican.

 

are not required to possess visas and residence permits. 

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