Italian 2026 Finance Bill – Key Tax Measures: Support for Middle and Low Incomes | Revision of IRPEF tax brackets | Baby bonus | Enhanced parental leave and nursery bonus | Social security exemption for working mothers | Increased deductions for private school expenses | Family endowment fund | First home mortgage guarantee fund | Support for food purchases | Energy-efficient appliance bonus | Cap on deductions for incomes over €75,000 | Exceptions for healthcare, mortgages, and startup investments | End of deductions for children over 30 (except disabled children) | “Hire more, pay less” tax deduction for new permanent hires | Reduced tax on productivity bonuses | Fringe benefit exemptions | Relocation support for new hires | Raised flat tax threshold for employees and pensioners | Reduced corporate tax (IRES) for reinvested profits | Tax credits for southern Italy investments | Enhanced “Nuova Sabatini” machinery financing | Support for SME stock market listings | Increased public investment in defense, infrastructure, and healthcare | Banking and Insurance | Deferred deductions for financial sector losses | Annual stamp duty on life insurance contracts

Doing Business in Italy Guide

Directors and Management

4.1 Appointment and Eligibility

Directors are appointed by shareholders and must meet basic eligibility criteria:
  • Be at least 18 years old
  • Hold a valid Italian tax code (codice fiscale)
  • Not be disqualified or bankrupt
Foreign nationals may serve as directors, subject to reciprocity rules. Residency is not required, but practical considerations (e.g., signing authority, tax status) may apply.

4.2 Board Structures

Italian companies may adopt different governance models:
  • Traditional Model – Board of Directors (CdA) and Board of Statutory Auditors (Collegio Sindacale)
  • Dualistic Model – Management Board and Supervisory Board
  • Monistic Model – Single board with internal audit committee
The traditional model is most common for S.r.l. and S.p.A. companies. S.r.l.s may also opt for sole director governance.

4.3 Duties and Liabilities

Directors owe fiduciary duties to the company, including:
  • Duty of care and diligence
  • Duty of loyalty and avoidance of conflicts
  • Duty to preserve capital and monitor solvency
Liability arises for breaches of duty, mismanagement, or failure to act. Directors may be held personally liable for damages to the company, shareholders, or creditors.

4.4 Management Powers and Delegation

The Board of Directors may delegate powers to individual directors (known as amministratori delegati, often translated as managing directors) or executive committees, subject to limits in the bylaws. Key decisions (e.g., mergers, capital increases) require shareholder approval. Day-to-day operations may be delegated, but ultimate responsibility remains with the board.

If you have any questions , feel free to contact us.

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