Italian companies and directors are very familiar with PEC. This acronym literally means posta elettronica certificata, certified email. In the next weeks/ months, it will become very familiar also to foreigners who have the office of director in an Italian company as since January 1, 2025, all directors have to obtain and notify to the Companies Register a personal PEC address.
What is a registered email address?
The main question raised by a foreigner (and the main question raised in Italy when pec was introduced) is: what is the difference between email and registered email (PEC)?
Registered email (PEC) is provided by companies authorized by the Italian Digital Agency Authority (Agenzia per l’Italia Digitale) and ensures to have a legally valid certification regarding the delivery of the message to the addressee, provided that the addressee is another registered email address. In substance the delivery of a message via PEC is similar to a registered mail, to a courier and the sender will receive an evidence of the receipt: the difference is that the dispatch takes place electronically.
The difference with the ordinary email is now clear: the latter can not ensure the evidence of the receipt of the message to the addressee (or, at least, the delivery can be objected in case of disputes, whereas the PEC grants to the sender a legally acknowledged evidence of the delivery).
A PEC for every Director: a major transformation
Until now, the obligation to have a PEC applied only to companies, which were required to register a digital domicile with the Company Register. With this new provision, the requirement is extended to directors, regardless of the company’s legal structure. In other words, every board member or sole director will need to have and register their own personal PEC address.
The obligation applies to all directors of partnerships and companies, including those established before 2025.
- For existing companies, the deadline to submit directors’ PEC addresses is June 30, 2025.
- For newly established companies or for the newly appointed directors, the PEC must be registered at the same time as the company’s incorporation.
This means that anyone already serving as a company director must act promptly, obtaining a personal PEC address, registering it with the Company Register, and ensuring it remains active and functional.
The goal is clear: to ensure that each director has a certified and personal communication channel, preventing the use of generic or uncertified addresses that could lead to disputes in case of non-receipt of official communications.
Penalties and operational risks: what happens if directors do not comply?
One of the most sensitive aspects of the regulation concerns the penalties for non-compliance. The fines applicable for failing to register a company’s PEC do not automatically apply to directors, at least on a basis of a first interpretation of the applicable regulation. However, non-compliance falls under violations sanctioned by Art. 2630 c.c., which imposes a fine ranging from €103 to €1.032.
Additionally, if a company submits a filing to the Company Register without including the director’s PEC, the process will be suspended. If the required information is not provided within 30 days, the filing will be rejected, potentially blocking important corporate transactions.
