Who can sign for a company: legal representative, director, attorney

In short: in an srl or spa the power to sign for the company belongs, as a rule, to the directors to whom the articles of association or the appointment deed grant representation (arts. 2475-bis and 2384 of the Civil Code); other persons sign only if they hold a power of attorney. The company register extract (visura) of the Registro Imprese (Companies Register) shows the directors with their powers, but it does not by itself prove that the person in front of you can sign that contract.

Who can sign a contract for an srl or spa?

Whoever has the power to represent the company: as a rule, a director to whom the articles of association or the resolution of appointment grant representation, or an attorney holding a power of attorney.

For the srl, art. 2475-bis of the Civil Code provides that the directors have the general representation of the company; for the spa, art. 2384 of the Civil Code states that the power of representation granted to the directors by the articles of association or by the resolution of appointment is general. Representation may therefore be entrusted to all directors, only to some, or to a specific office (for example the chairman of the board of directors): the concrete rule lies in the articles of association and in the appointment.

Legal representative, director, attorney, institore: what is the difference?

The director manages the company, the legal representative binds it towards third parties, the attorney acts by virtue of a power of attorney, the institore (commercial proxy) is placed in charge of the running of the business or of one of its branches.

• Sole director: a single person manages the company, as a rule with representation.
• Board of directors: several directors; the articles of association may entrust representation to all of them, to some, or to the chairman alone, and may provide that they act either alone (severally) or together (jointly).
• Managing director: a director to whom the board entrusts management tasks; their powers depend on the delegation and the articles of association, and must be read, not presumed.
• Attorney: is not a director; acts for the company only within the power of attorney received. A general power of attorney covers a broad range of affairs, a special one a single deed or a defined category of deeds.
• Institore: under art. 2203 of the Civil Code, it is the person placed in charge by the owner of a commercial business; the appointment may be limited to a secondary office or to a branch of the business. Under art. 2204 of the Civil Code it may carry out all the acts pertaining to the running of that business, subject to the limitations of the power of attorney, but it may not alienate or mortgage the property of the principal without express authorisation.

What does the company register extract show about signing powers?

The ordinary extract of the Companies Register (Registro Imprese) reports, according to the Chamber of Commerce of Chieti-Pescara, the members of the administrative body and their powers, the holders of other offices or qualifications, and the shareholders. It is an informational document, on plain paper, with no legal value.

There are also company certificates: the abbreviated registration certificate with personal powers, as the Chambers of Commerce explain, may show the name of a director or attorney with their powers, where these are specified in the Companies Register. The key point is that "where specified": the Register shows what has been filed and registered.

Are powers of attorney always shown in the Companies Register?

No, you must not take it for granted. Art. 2206 of the Civil Code provides for filing, for registration, of the institore power of attorney with authenticated signature; for other powers of attorney, the fact that they do not appear in the extract does not mean that they do not exist, nor that they are valid.

If the person signing declares that they act as attorney, the source to look at is the power of attorney itself, not the extract. Also verify that it is still in force: art. 1396 of the Civil Code provides that amendments and revocations of the power of attorney must be brought to the knowledge of third parties by suitable means, otherwise they cannot be asserted against them, unless it is proved that they knew of them at the time the contract was concluded.

Do limitations on directors' powers apply against third parties?

In principle, no. For the srl, art. 2475-bis, paragraph 2, provides that limitations on the directors' powers that result from the articles of association or from the appointment deed, even if published, cannot be asserted against third parties, unless it is proved that these have intentionally acted to the detriment of the company; for the spa, art. 2384, paragraph 2, says the same of the limitations that result from the articles of association or from a decision of the competent bodies.

For someone about to sign, this means that a limit written in the articles of association is not automatically a problem for you. But the rule concerns the limitations on directors' powers: it does not say whether the person in front of you has representation. The effects of any exceeding of the limits are a matter for your lawyer.

How to protect yourself before signing with a company

Ask for an up-to-date extract, verify that the signatory is a director with representation and, if they act by power of attorney, ask for a copy of the power of attorney. This is common-sense practice, not legal advice: the formulas and clauses to include must be drafted by your lawyer.

1. Up-to-date extract: compare the signatory's name with the directors and the powers indicated, checking the date of the document.
2. Power of attorney: if an attorney signs, art. 1393 of the Civil Code allows you to require that they justify their powers and, if the representation results from a written deed, to be given a copy signed by them.
3. Resolution or decision: for important acts you may ask for an extract of the resolution of the competent body authorising the transaction; whether it is really needed is for the lawyer to say.
4. Who controls: compare the signatory and the shareholders. Whoever signs and whoever controls often do not coincide: see the guide on the beneficial owner.
5. Warning signals: protests, insolvency proceedings and financial statements, as in the due diligence on the commercial partner.

What does Veryfy check about the signatory, and what does it not?

The Veryfy report shows the legal representatives and the shareholders with at least 25% of the share capital, with the role as it appears in the source and the stake. It does not verify powers of attorney, delegations or limitations of powers. It is not a legal opinion on the validity of a deed.

For persons with a relevant office or stake, the report also indicates the offices held in other companies (Decision and Istruttoria (investigation) tiers), with source Companies Register and date of the data. Proof of signing power remains in the documents you request from the counterparty. To look deeper into a single person, see the guide on due diligence on a shareholder or director who is an individual.