Insights

The Italian Supreme Court has recently confirmed that no formal appointment is required for a person to be legally qualified as director of a company (see order 1546/2022). According to the case law, a director is a person who, while not formally appointed as such (pursunat to the law) by the corporate bodies, performs (de facto) the same functions by continuously, repeatedly and systematically carrying out significant managerial acts and/or is permanently involved in the management of the company by issuing directives and influencing operating decisions. In the present case – relating to the tax liability of directors- the interference of the «external» person has been proved by the fact that he opened a bank account on behalf of the company and had full access to the corporate documents, with the possibility to use passwords and to access to e-mails and suppliers' contact details. The said ruling has certainly a strong impact, among others, on the internal policies and organizational structure of Italian companies of international groups, with appointed directors residing abroad and whose operational management is in fact substantially entrusted to trusted third parties that are formally external to the company (e.g. legal advisors or accountants).