THE DIRECTORS CERTIFIED EMAIL ADDRESS – Extension of the deadline and operational guidelines
Introduction
Article 1, paragraph 860, of Law No. 207 of 30 December 2024 (the so-called “2025 Legge di Bilancio”) extended to directors of companies incorporated as legal entities the obligation to provide a certified email address (“PEC” or “digital domicile”) to the Chamber of Commerce.
Right from the start, the provision raised numerous uncertainties regarding its interpretation, which were addressed by various institutional bodies: the Ministry of Enterprise and Made in Italy (MIMIT), Unioncamere and the individual Chambers of Commerce, which provided clarifications through official notes and press releases on their websites.
On 25 June 2025, the MIMIT published note no. 127654, which extends the deadline for compliance and confirms the validity of the operational guidelines already provided in note no. 43836 of 12 March 2025.
In light of this, it is considered useful to summarise the main points of attention and provide operational guidelines for the correct management of compliance.
- Postponement of the deadline for communicating the certified email address and penalties
With note no. 127654 of 25 June 2025, the MIMIT postponed to 31 December 2025 the deadline for communicating the digital domicile of directors for companies established before 1 January 2025.
According to the interpretation shared by Assonime, Unioncamere and various Chambers of Commerce (Milan Monza; Maremma and Tirreno; Venezia Giulia Trieste Gorizia; Alto Piemonte; Alessandria Asti; Toscana Nord Ovest; Cremona Mantova Pavia; Arezzo Siena; Pistoia Prato; Bologna), the notification requirement does not have a strict deadline set by law, therefore no administrative penalties are applicable pursuant to Article 2630 of the Italian Civil Code.
In this regard, please note the official communication from the Milan Chamber of Commerce:
It should be noted that for companies established on or after 1 January 2025, the obligation to communicate the directors’ certified email addresses begins with the filing of the initial application for registration in the company register.
- Certified email address of the company director
One of the main interpretative doubts concerns whether the director can provide the Companies Register with the same certified email address of the company where he holds office or whether he is required to provide his personal certified email address.
- According to the MIMIT (note of 12 March 2025), the certified email address provided must be personal, distinct from that of the company, as the company’s certified email address is, by definition, “the exclusive property” of the company itself (MIMIT Directive of 22 May 2015).
- Unioncamere, on the other hand, in the absence of a specific legislative provision on domicile requirements, considers it possible to use the certified email address of the company to which the office refers. Some Chambers of Commerce (Milan Monza; Verona; Maremma and Tirreno; Venezia Giulia Trieste Gorizia; Alto Piemonte; Alessandria Asti; Toscana Nord Ovest; Arezzo Siena; Cremona Mantova Pavia; Vicenza; Bologna; Romagna Forlì Cesena Rimini; Ferrara Ravenna; Naples) as well as the National Council of Notaries.
- According to Assonime (Circular 15/2025) “since the purpose of the digital domicile is to receive communications relating exclusively to the role of the director in the company in which he or she operates, it would seem logical to allow the use of the company’s certified email address. The requirement to communicate a certified email address other than that of the company would also be inconsistent with the possibility of electing the director’s special physical domicile at the company’. The interpretation that the director must communicate a certified email address that is necessarily different from that of the company introduces elements of complexity into the administrative management of this requirement”.
Several bodies and associations therefore point out that there are arguments in favour of the solution whereby the director can choose the certified email address to be communicated, even opting for that of the company where he or she performs his or her duties. According to these interpretations, the obligation to have a personal certified email address would conflict with the general interpretative rule laid down in Article 1(2) of Decree Law 1/2012, according to which provisions imposing obligations and conditions for the exercise of economic activities must in all cases be interpreted and applied in a manner reasonably proportionate to the public interest objectives pursued. Furthermore, while exclusive ownership of a certified email address is essential in relations between companies, as they are different entities, the argument of exclusive ownership of a certified email address loses its decisive force in relations between a company and its director, who holds a position of organic identification with the company itself.
Notwithstanding that the obligation remains in force, albeit extended, the issue appears to be under discussion at present.
There are arguments in favour of the solution whereby the director can choose the digital domicile to be communicated, including that of the company where he or she holds office, as valid reasons for communicating the director’s personal certified email address instead.
Operational guidelines
Pending further clarification, it is therefore recommended to proceed as follows:
- Check whether the director’s certified email address is already listed in the Register of Companies.
- If not:
- Preferably, communicate a personal certified email address of the director, registered exclusively to him/her.
- Alternatively, consider using the company’s certified email address (only if shared as standard practice by the relevant Chamber of Commerce), without prejudice to the risk of rejection or suspension of the procedures by some Chambers. In fact, it should be noted that in some provinces, the company’s certified email address may not be accepted as the director’s digital domicile, with possible delays or suspensions in the procedures.
- Conclusions
In light of the postponement of the deadline to 31 December 2025 and the various interpretations currently in circulation, it is recommended that the most appropriate solution be assessed on a case-by-case basis, taking into account the guidelines of the relevant Chamber of Commerce.
Pending further official clarification, we remain available to assist with the management of certified email communications with the Chamber of Commerce.
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We would like to draw the attention of interested parties to the fact that this circular is for information and operational guidance purposes only.
For obvious reasons of timeliness and brevity, it does not provide a complete and exhaustive treatment of the topics and is not intended to suggest binding decisions and/or behaviour.
We remain at your disposal for any further clarification.
Best regards
Baldazzi Zattera & Associati