Italian companies may need to submit their deed of incorporation, current articles of association or both when opening a branch abroad, establishing a banking relationship or completing a corporate transaction.
Before arranging an apostille, legalisation or translation, identify the correct version of each document. Then confirm which type of copy the overseas recipient accepts.
Deed of incorporation and articles of association
The deed of incorporation (atto costitutivo) records the formation of the company. The articles of association (statuto) set out its organisational and operating rules. Depending on the company’s legal form, the incorporation deed may contain these rules directly or include the articles as an attachment.
The original incorporation documents do not necessarily reflect the company’s current position. For example, new directors may have replaced those who originally held office. To verify current appointments or signing powers, the recipient may require up-to-date Business Register documentation and relevant corporate deeds.
Which version of the articles of association should you use?
If the recipient requests the articles currently in force, choose the version that reflects all effective amendments.
Do not assume that the most recently available file contains only operative provisions. Some amendments take effect on a future date or depend on a specific condition. Also check whether the updated articles form part of a notarial deed or appear as a separate filing with the Italian Business Register.
Simple copies and certified true copies
A simple copy may support an initial review, but the recipient may require an official or certified document for the final submission.
For a certified true copy, check who certified it and which original or officially held document the certification covers.
A notary certifies the conformity of a notarial copy. The Business Register issues copies of documents held in its records, with the certification appropriate to the chosen format. Confirm which option the overseas recipient accepts.
For example, the Milan Monza Brianza Lodi Chamber of Commerce offers both simple digital copies and certified digital copies of filed documents. Before arranging further formalities, check the downloaded file’s certification and format.
Where can you obtain a notarial copy?
Start by contacting the notary who holds the original deed.
If the notary has ceased practising or moved to another notarial district, contact the relevant District Notarial Archive to locate the deed and request a copy.
To help the search, provide:
- The notary’s name.
- The date of the deed.
- The repertorio and raccolta reference numbers, if available.
Which authority issues the apostille in Italy?
The public signature on the document determines which authority handles the apostille.
For a notarial signature, contact the Public Prosecutor’s Office (Procura della Repubblica) for the notary’s judicial district. For a Chamber of Commerce signature, check the procedure with the competent Prefecture (Prefettura).
If a Notarial Archive issues the copy, ask that office which procedure applies to the signature of the official who signs it. The identity of the original notary alone does not determine the route for an archive-issued copy.
A scanned signature visible in a PDF does not automatically meet the requirements for authentication. Check the document’s signature and format before submitting it.
Apostille or consular legalisation?
First, check whether the Hague Apostille Convention applies between Italy and the destination country and covers the document. Also check whether an exemption removes the need for authentication.
Where the Convention applies, an apostille replaces diplomatic or consular legalisation. It authenticates the signature, the signatory’s official capacity and, where applicable, the seal or stamp.
An apostille does not certify the document’s contents or confirm that the articles of association reflect the company’s current rules.
If the Convention does not apply and no exemption exists, check the necessary Italian authentication steps and the destination country’s consular legalisation requirements.
Do not ordinarily add consular legalisation when an apostille already fulfils the Convention’s requirements.
Does use within the EU remove these requirements?
Submitting corporate documents in another EU Member State does not automatically remove apostille or legalisation requirements.
Regulation (EU) 2016/1191 simplifies the circulation of specific public documents, principally concerning individuals. It does not provide a general exemption for corporate incorporation deeds and articles of association.
Check separately whether another applicable agreement provides an exemption.
Translation requirements
Before commissioning a translation, ask the recipient to confirm:
- Which language it requires.
- Whether it accepts an extract or needs a full translation.
- Which type of translation certification it accepts.
- Whether the translation must cover attachments, copy certifications, apostilles, stamps and seals.
Do not assume that every overseas recipient accepts an Italian sworn translation (traduzione asseverata).
If the recipient also requires authentication of the sworn translation, check whether the court clerk’s or notary’s signature on the oath record needs a separate apostille or legalisation. Consider any applicable exemptions.
An apostille on the Italian corporate document does not automatically authenticate a subsequent translation. Coordinate the translation with the document’s authentication procedure.
Checks before submitting the documents abroad
Before sending the documents, confirm the following:
- The articles reflect the provisions currently in force.
- The submission includes all necessary attachments and certifications.
- The copy, signature and document format meet the applicable requirements.
- Company details match across the documents.
- The copy meets any requirement concerning its issue date.
Distinguish the copy’s issue date from the currency of the underlying articles. A recently issued copy does not, by itself, establish that the text reflects every effective amendment.
Assistance with Italian corporate documents for use abroad
A&P assists companies in preparing Italian deeds of incorporation and articles of association for overseas use.
We review the requirements of the foreign authority, bank or organisation and coordinate the necessary copies, apostille or consular legalisation, and translation.
Complete the contact form below or book a consultation with our team to discuss your documents and the steps required for their use abroad.