Business registry (under Italian Law)

Introduction

Formally established in 1942 "for the registrations provided for by law" (Art. 2188, par. 1, Civil Code), the business registry became operational only in the early 1990s thanks to Art. 8 of Law No. 580 of December 29, 1993 (dedicated to the reorganization of the chambers of commerce, industry, handicrafts and agriculture and establishing the business registry).

The business registry is public and is maintained by the business registry office (Art. 2188, paras. 2 and 3, Civil Code), which was established by Art. 8, paras. 1 and 3, Law 580/1993 at the chamber of commerce. The office maintains the business register under the supervision of a judge delegated by the president of the court of the provincial capital.

Subjects required to register and effectiveness of registrations

The following are required to register in the ordinary section of the business register:

(a) non-small commercial individual entrepreneurs, for this purpose providing the information stipulated in Article 2196 of the Civil Code;

(b) all companies, apart from the simple company;

(c) consortia with external activity;

d) European economic interest groups based in Italy;

e) the other entities listed in Art. 7, par. 2, Decree 581/1995.

Registration has declaratory effect, that means it is functional to the enforceability against third parties of the registered acts. This implies that:

• the facts of which the law prescribes registration, if they have not been registered, cannot be opposed to third parties by the person who is obliged to request their registration, unless he proves that the third parties had knowledge of them (art. 2193, par. 1, Civil Code);
• ignorance of the facts of which the law prescribes registration cannot be opposed by third parties from the moment the registration took place (art. 2193, par. 2, Civil Code).

Registration thus enables the entrepreneur to oppose the registered news to third parties, replacing actual knowledge with a legal presumption of knowledge.

There are also special sections of the business register, to which are registered, for example:

(a) agricultural entrepreneurs (Art. 2135 of the Civil Code);

(b) small entrepreneurs (Art. 2083 Code);

(c) persons exercising management and coordination activities;

(d) social enterprises.

Law 580/1993 (art. 8, para. 5) introduced a special regime for the publicity of registrations in the special sections, providing that these had the effect of mere publicity notice, unless otherwise provided by law. Legislative Decree 228/2001 then gave declaratory effect to the registration of agricultural enterprises in the relevant special section, with the result that today such registration has an effect equal to that provided for commercial entrepreneurs.

Registration with the business registry sometimes takes constitutive effect. This implies that the effectiveness of the legal act is subject to its registration with the register. This effectiveness is provided in particular for the registration of joint stock companies and, in general, of the articles of incorporation of corporations (Article 2331(1) of the Civil Code). In the absence of registration therefore the company legally does not exist.

Pursuant to Decree 581/1995, setting forth the implementing regulations for Article 8 l. 580/1993, the entities provided for by law (listed in Article 7, par. 1, Decree 581/1995) and the acts provided for by law (Article 7, par. 2, Decree 581/1995) must be registered with the business registry.

References

G. F. Campobasso, Diritto commerciale, 1, Diritto dell’impresa, 8° ed., Utet Giuridica, Milano, p. 110 et seq.;

A. Riccio, L’iscrizione nel registro delle imprese e la designazione dei membri del consiglio della camera di commercio, in Contr. impr., 2000, p. 1401 et seq.;

G. Meruzzi, Complemento di diritto commerciale, 1, Impresa, società in generale e società di persone, 2° ed., Egea, Milano, 2019, p. 73 et seq.