On November 4, 2021, the Council of Ministers approved the Legislative Decree for the transposition of EU Directive 2019/1151 of the European Parliament and of the Council of June 20, 2019, for the use of digital processes and tools in company law.
The measure provides for the exclusive competence of notaries for the online incorporation of limited liability companies and simplified limited liability companies. The introduction of this protocol will therefore definitively exclude the possibility, even for start-ups, of using simplified online procedures for their set-up in the absence of a notary.
Article 2 of the Legislative Decree provides that the articles of association of such companies, which are based in Italy and have capital paid in cash, must be certified by a notary, via electronic public deed, with the participation of even some of the requesting parties.
These electronic deeds of association will have to be concluded in the presence of a notary, through a telematic platform managed by the National Council of Notaries, which allows:
- to verify the applicant’s identity;
- to verify the qualified digital signature and the relevant certificates;
- to ascertain the will of the parties who participate to the videoconference;
- the real-time visualisation of the document to be signed;
- to save the document and track all activities after signing.
The documents to be submitted to the notary using this procedure may be drawn up on the basis of models adopted by the Ministry of Economic Development, within sixty days from the date of entry into force of the Legislative Decree. These models are available – also in English – on the websites of the Chambers of Commerce.
The use of such models allows the determination of notarial fees to an extent not exceeding the fees provided for in Ministerial Decree no. 140/2012 reduced by half.