Corporate Services

Nominee Director in Italy: Legal & Compliant

Use a nominee director in Italy for SRL formalities, compliantly and with full UBO disclosure. Covers Art. 2476 liability, the UBO register, and mandates.

By Lorenzo Conti

Founder & Managing Partner · Updated 2026-10-06

Book a Consultation

Corporate office building in Milan, Italy, representing nominee director and company administration services.

A nominee director in Italy is an Italian-resident professional who serves as the formally registered amministratore of an SRL under a mandato agreement (Arts. 1703–1730 of the Codice Civile), while the beneficial owner retains economic and strategic control. The arrangement is fully legal when the SRL's bylaws permit a non-member director under Art. 2475 CC.

Foreign founders who set up an Italian SRL often cannot or do not wish to handle day-to-day corporate formalities in person. A nominee director fills this role compliantly, keeping your company in good standing with Italian law, without concealing your identity from regulators.

This page covers everything you need to know: the legal basis, UBO disclosure requirements, director liability, residency rules, and how to structure a compliant mandate agreement. For the full picture of what we offer, see our full range of Italian corporate services.

Not sure which governance structure fits your Italian SRL? Our team can walk you through the mandate agreement and UBO requirements. Request a free consultation

Is a Nominee Director Legal in Italy?

Yes. Under Art. 2475 CC, SRL administration is "by default entrusted to one or more members" (soci). However, the same article explicitly allows the atto costitutivo (bylaws) to provide otherwise, permitting the appointment of a non-member director. A nominee director arrangement is therefore fully legal under Italian law when the SRL's bylaws authorize a non-member to serve as amministratore.

The relationship between the beneficial owner and the nominee is governed by a mandato agreement under Arts. 1703–1730 CC. The nominee acts within the authority granted by that agreement, and the beneficial owner retains governance rights as a shareholder.

One important caution: under Art. 1414 CC a simulated (simulazione, sham) contract has no effect between the parties. If the nominee is director in name only and the beneficial owner actually directs all operations, Italian courts may disregard the structure entirely. A compliant nominee arrangement requires the nominee to exercise genuine, documented corporate authority within the agreed scope.

What a Nominee Director Does, and Does Not Do

A nominee director handles formal corporate administration. The table below sets out the scope precisely:

The nominee director does	The nominee director does NOT do
Serve as formally registered amministratore in the Registro delle Imprese	Manage operational or commercial business activities
Sign corporate documents within the agreed mandate scope	Bind the company to contracts outside the mandate scope
Ensure statutory compliance (annual accounts filing, Registro Imprese updates, PEC maintenance)	Conceal the beneficial owner from Italian authorities or AML-obliged entities
Provide an Italian-resident director where a non-EU beneficial owner cannot meet the reciprocity condition	Transfer the nominee's legal liability to the beneficial owner in a way enforceable against third parties

This distinction matters. Engaging a nominee director means delegating formal administration, not outsourcing business management or creating regulatory anonymity.

UBO Transparency: Your Identity Is Always Disclosed

Italy's Registro dei Titolari Effettivi (UBO Register) became operational in October 2023 (MIMIT Decree of 29 September 2023, published in the Gazzetta Ufficiale n. 236 of 9 October 2023). Every SRL must disclose the identity of any natural person who ultimately owns or controls more than 25% of share capital or voting rights.

This obligation is set by D.Lgs. 231/2007 Art. 20 and the Ministerial Decree 55/2022. The initial UBO filing is due within 30 days of registration in the Registro delle Imprese (art. 3(7) D.M. 55/2022); changes must be communicated within 30 days, and the data must be confirmed every 12 months (art. 3(3) D.M. 55/2022).

The communication obligation, periodic confirmation, sanctions and spot checks are currently suspended. The register has been suspended since 2024 following Council of State orders; the Court of Justice of the EU upheld the Italian model on 21 May 2026 (joined cases C-684/24 and C-685/24), but the suspension continues until the Council of State decides (hearing expected May 2027), even though D.Lgs. 122/2026 is now in force. Voluntary submission through the national portal remains possible.

Using a nominee director does not exempt you from the UBO rules. When the register is operating, your identity as beneficial owner is on file with the Registro delle Imprese, accessible to banks, notaries, accountants, and law enforcement; in the meantime the same identification takes place in banking and notarial KYC under D.Lgs. 231/2007.

Once the suspension ends, non-compliance carries administrative fines of €103–€1,032 under Art. 2630 CC, plus criminal sanctions for false declarations.

What changed in 2026: D.Lgs. 210/2025 (in force 9 January 2026) implements Art. 74 of EU AML Directive 2024/1640. It restricts general public access to the UBO register to those who can demonstrate a "relevant and differentiated legal interest." The decree does not change the filing obligation itself, and public authorities keep full access. D.Lgs. 122/2026 (in force 23 July 2026) then replaced the access rules of Ministerial Decree 55/2022 with a tiered system: public authorities, obliged entities by accreditation, and parties with a documented legitimate interest.

UBO transparency at a glance

>25%

Ownership / voting threshold that must be disclosed

30 days

Initial UBO filing after registration (suspended)

12 months

Annual UBO confirmation interval (suspended)

€103–€1,032

Administrative fines once the suspension ends (Art. 2630 cc)

Director Liability Under Italian Law (Art. 2476 CC)

The nominee director, as formal amministratore, carries full legal liability under Italian law. The governing article for SRL director liability is Art. 2476 CC, not Art. 2392 CC, which applies to S.p.A. directors.

Under Art. 2476 §1 CC, directors are jointly and severally liable to the company for damages arising from failure to comply with duties imposed by law and the bylaws. A director who proves absence of fault and, if aware that the act was about to be done, recorded their dissent is exempt.

Art. 2476 §6 CC extends liability to company creditors when directors fail to preserve the integrity of company assets. Under Art. 2476 §8 CC, shareholders who intentionally resolved or authorized harmful acts are jointly liable with directors.

This liability cannot be contractually waived against third parties or in court proceedings. Our nominee directors understand and accept this responsibility. The mandate agreement defines the scope of authority precisely, reducing exposure from acts taken outside the agreed governance framework.

SRL vs. SpA liability: Art. 2476 CC governs SRL directors. Art. 2392 CC governs SpA directors. These are separate rules for separate company types.

Who Qualifies as an Italian SRL Director? Residency Rules

Italian law does not require SRL directors to be Italian citizens. The practical requirements depend on the director's origin:

Director origin	Italian residence permit required?	Codice fiscale required?
EU / EEA / EFTA citizen	No	Yes
Non-EU citizen	Reciprocity condition (Art. 16 Preleggi) unless lawfully resident in Italy (permesso di soggiorno)	Yes
Italian-resident nominee	N/A (resident by definition)	Yes

For non-EU beneficial owners who do not hold Italian residency, appointing an Italian-resident nominee director satisfies this practical requirement. All directors, regardless of origin, must have a valid codice fiscale issued by the Agenzia delle Entrate.

If you are forming an Italian SRL as a non-resident, understanding the director residency requirement is an essential early step.

Nominee Director vs. Nominee Shareholder: Key Differences

These are two distinct services that are frequently confused. A nominee director manages the company; a nominee shareholder holds shares. They can be used together or separately.

	Nominee Director	Nominee Shareholder
Holds shares	No	Yes (in trust for beneficial owner)
Manages the company	Yes (formal amministratore)	No
Legal basis	Art. 2475 CC + mandato (Arts. 1703–1730 CC)	Legge 23 novembre 1939, n. 1966 (authorised società fiduciarie only)
UBO disclosure required?	Yes (beneficial owner always filed)	Yes (beneficial owner always filed)

In Italy, professional nominee shareholding (intestazione fiduciaria) for third parties is the business of società fiduciarie authorised under Legge 23 novembre 1939, n. 1966. This is a regulated, licensed activity separate from the nominee director arrangement.

Nominee director vs nominee shareholder

Nominee director

Nominee shareholder

Holds shares

Yes (in trust for the owner)

Manages the company

Yes (formal amministratore)

Legal basis

Art. 2475 cc + mandato (Art. 1703–1730 cc)

Legge 1966/1939 (MIMIT license)

UBO disclosure

Yes (owner disclosed; obligation currently suspended)

How the Mandate Agreement Works

The legal relationship between the beneficial owner and the nominee rests on four documents:

Mandato agreement (Arts. 1703–1730 CC): defines the nominee's scope of authority, the limits of that authority, and the conditions for termination.
Procura (power of attorney): authorizes specific recurring or one-off acts on behalf of the company.
Patto parasociale (shareholders' agreement), if applicable: five-year limit of Art. 2341-bis CC, which is written for S.p.A. and is the usual reference point for SRL agreements.
Bylaws provision permitting a non-member director (Art. 2475 CC): must be included in the atto costitutivo at formation or adopted by shareholders' resolution.

These documents must reflect a genuine delegation of governance authority. If the beneficial owner directs all operations without documented mandate scope, courts may apply simulazione (Art. 1414 CC) and disregard the entire structure.

Permanent establishment (PE) risk: When the beneficial owner gives extensive operational instructions beyond the agreed governance scope, Italian tax authorities may treat the situation as a de facto stabile organizzazione (permanent establishment) for the beneficial owner's home-country entity. Carefully scoping the mandate agreement is the primary safeguard against this risk. Review the specifics with a qualified Italian tax adviser when structuring the arrangement.

Nominee Director Engagement: Step-by-Step Workflow

From engagement to ongoing compliance, here is the complete process:

Step	Action	Responsible	Timeline
1	Scope and mandate agreement drafted and signed	Both parties	Pre-incorporation or separately
2	Beneficial owner's UBO details collected (codice fiscale, identity documents)	Service provider	Before or at filing
3	Director appointed in atto costitutivo or subsequent shareholders' resolution	Notary / shareholders	At or after incorporation
4	Director registered in Registro delle Imprese	Notary / filing agent	Within 10 days of the deed if appointed at incorporation (Art. 2330 §1 CC); within 30 days of notice of a later appointment (Art. 2383(4) CC, applied by Art. 2475 CC)
5	UBO filed with Registro dei Titolari Effettivi	Service provider / beneficial owner	Within 30 days of registration (currently suspended; voluntary filing possible)
6	Ongoing UBO confirmation; changes within 30 days	Service provider / beneficial owner	Every 12 months (currently suspended)
7	Annual bilancio filing and Registro Imprese compliance	Director + accountant	Approval within 120 days of year-end (up to 180 if the bylaws allow it and the company prepares consolidated accounts or has particular needs relating to its structure and object, explained by the directors; Art. 2364(2) CC); filing within 30 days of approval

Steps 5 and 6 apply while the UBO register is operating and once its suspension ends. We manage both as part of our registered office in Italy and nominee director service.

Nominee director engagement workflow

01
Mandate agreement
The scope and mandate agreement is drafted and signed by both parties, pre-incorporation or separately.
02
UBO details collected
The beneficial owner UBO details (codice fiscale, identity documents) are collected before or at filing.
03
Director appointed
The director is appointed in the atto costitutivo, filed within 10 days (Art. 2330 cc), or by a later resolution, registered within 30 days (Art. 2383 cc).
04
UBO filed
The UBO is filed with the Registro dei Titolari Effettivi within 30 days of registration (obligation currently suspended; voluntary filings accepted).
05
Ongoing compliance
Annual UBO confirmation within 12 months (currently suspended); bilancio approved within 120 days of year-end (180 under Art. 2364 §2 conditions) and filed within 30 days of approval.

Indicative Fees

Item	Indicative range	Note
Nominee director annual retainer	€3,000–€15,000+ /year	Typical market range; varies by scope of duties
UBO register filing fee	Registro Imprese tariff	Set by the Registro Imprese, not by us
Notary fee (SRL formation deed)	€1,500–€3,000 plus VAT	Typical market range; separate from nominee retainer

Fees are indicative market ranges and vary by scope and complexity. Contact us for a quote based on your scope.

Ready to set up a compliant nominee director structure for your Italian SRL? Request a free quote

FAQ

Frequently asked questions

A nominee director is an Italian-resident professional who serves as the formally registered amministratore of an SRL on behalf of the beneficial owner, under a mandato agreement (Arts. 1703–1730 CC). It is fully legal when the SRL's bylaws permit a non-member director under Art. 2475 CC. The arrangement must be genuine, not a sham (simulazione risk under Art. 1414 CC).

No. Italy's Registro dei Titolari Effettivi (UBO Register, operational since October 2023) requires the ultimate beneficial owner to be disclosed within 30 days of registration of the company (Ministerial Decree 55/2022); the reporting obligation is currently suspended, but the beneficial owner is still identified in banking and notarial KYC. Banks, notaries and other AML-obliged entities identify the beneficial owner themselves. A nominee director manages formalities; it does not create anonymity from regulators or law enforcement.

Under Art. 2476 CC (the SRL-specific rule, not Art. 2392 which governs SpA), directors are jointly and severally liable for damages from failure to comply with legal and bylaw duties. They are also liable to creditors for failure to preserve company assets (Art. 2476 §6). Liability cannot be contractually waived against third parties.

EU/EEA/EFTA citizens may serve as SRL directors without an Italian residence permit. Non-EU citizens must satisfy the reciprocity condition (Art. 16 Preleggi) or be lawfully resident in Italy with a permesso di soggiorno. A nominee director, who is Italian-resident, satisfies this practical requirement for foreign beneficial owners who do not hold Italian residency.

A nominee director holds no shares and manages formal corporate administration. A nominee shareholder holds shares on behalf of the beneficial owner but does not manage the company. In Italy, professional nominee shareholding for third parties is carried out by authorised società fiduciarie (under Legge 1939 n. 1966). The two services are legally distinct and can be used independently.

It is Italy's mandatory beneficial ownership register, operational since October 2023 under MIMIT Decree of 29 September 2023. SRLs must disclose any natural person who ultimately owns or controls more than 25% of shares or voting rights (D.Lgs. 231/2007 Art. 20). The initial filing is due within 30 days of registration, changes within 30 days, followed by confirmation every 12 months. The reporting obligation, confirmation, sanctions and spot checks are currently suspended pending a Council of State decision; voluntary submission remains possible.

As of 9 January 2026, D.Lgs. 210/2025 (implementing EU AML Directive 2024/1640 Art. 74) restricts general public access to the UBO register to persons who can demonstrate a relevant and differentiated legal interest. The decree does not change the filing obligation itself, and public authorities keep full access. D.Lgs. 122/2026 (in force 23 July 2026) then introduced tiered access: public authorities, obliged entities by accreditation, and parties with a documented legitimate interest.

The relationship is structured through a mandato agreement (Arts. 1703–1730 CC) defining the nominee's authority scope, a procura for specific acts, and optionally a patto parasociale (shareholders' agreement; the five-year limit of Art. 2341-bis CC, written for S.p.A., is the usual reference point). These documents must reflect genuine governance delegation, not a structure designed to bypass AML rules.

Simulazione (Art. 1414 CC) is a sham transaction where the apparent legal arrangement does not reflect the parties' true intention. If a nominee director is in name only and the beneficial owner actually directs all operations, Italian courts can disregard the structure entirely. A compliant arrangement requires the nominee to genuinely exercise documented corporate authority within the agreed mandate scope.

Yes, potentially. If the beneficial owner gives extensive operational instructions to the nominee beyond governance-level authority, Italian tax authorities may treat the situation as a de facto permanent establishment (stabile organizzazione) for the foreign beneficial owner's home entity. The mandate agreement must carefully define the nominee's authority and the beneficial owner's role to manage this risk.

Need help with this in practice?

Our specialists in Milan, Rome, and Florence can handle it end to end.

Ready to form your SRL in Italy?

Tell us about your plans and we will map the fastest compliant path, with a clear fixed quote.

Get Your Quote