Contributed By CMS Adonnino Ascoli & Cavasola Scamoni
Under Italian law, there are no specific statutory requirements for the composition of the board of directors. For example, the directors may or may not be quotaholders/shareholders and there is no residency requirement.
That said, it is worth noting that the following individuals cannot be appointed as directors:
Under Italian law, in the case of SRLs, entities can also be appointed as directors provided that their legal representative(s) complies with all the requirements mentioned above. If so, the legal representatives are jointly liable with the entities for the violation of directors’ duties and obligations.
Specific requirements for the appointment of the directors may be set forth in the bylaws.
In the case of companies with publicly traded shares, there are a number of further requirements/rules that the company must take into account in the appointment of the directors, (including, for instance, gender quotas).