ITALY

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ITALIAN STRUCTURE

Choose the type of company you are changing board member in

Pursuant to the Italian Civil Code, a Joint Stock Corporation (in Italian: “Società per Azioni”) – following the corporate governance traditional system – must have the following organizational structure:

  1. A Board of Directors (in Italian: “Consiglio di Amministrazione”) and a Board of Statutory Auditors (in Italian: “Collegio Sindacale”).

If allowed by the Articles of Association or by the General Meeting, the Board of Directors may delegate some of its powers to one or more Managing Directors (in Italian: “Amministratore Delegato”).

Please see, respectively, “Board of Directors”, “Board of Statutory Auditors” and “Managing Directors” below for a more in-depth description of each structure, including how to change the respective board members.


For a description of how to change the respective board members, please see the individual steps below.
As all information on how to change board members in Italy on the LCB Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice before actually changing any board members in Italy.

Pursuant to the Italian Civil Code, a Limited Liability Company (in Italian: “Società a Responsabilità Limitata”) may have one of the following organizational structures:

  1. A Board of Directors (in Italian: “Consiglio di Amministrazione”) and a Board of Statutory Auditors (in Italian: “Collegio Sindacale”).
  2. A Board of Directors only.

If allowed by the Articles of Association or by the General Meeting, the Board of Directors may delegate some of its powers to one or more Managing Directors (in Italian: “Amministratore Delegato”).

Please see, respectively, “Board of Directors”, “Board of Statutory Auditors” and “Managing Directors” below for a more in-depth description of each structure, including how to change the respective board members.


For a description of how to change the respective board members, please see the individual steps below.
As all information on how to change board members in Italy on the LCB Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice before actually changing any board members in Italy.

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Nctm Studio Legale has provided all input about changing board members in Italy.

Nctm is a leading independent law firm in Italy providing multi-focused legal services to corporate clients and financial institutions. For five consecutive years, we have been recognized by the FT as one of the Most Innovative Law Firms. Our team is more than 250 strong, which includes 57 dynamic equity partners. With well-established offices in Milan, Rome, London, Brussels and Shanghai, we are known for our innovative approach, tailored expertise and prevailing quality in helping our clients to fully meet their needs.

For more information about Nctm Studio Legale and changing board members in Italy, please contact our Partner directly.

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