Power of Attorney in Italy: Procura Rules Explained

Can a litigation power of attorney signed abroad, in a foreign language, be used in Italy without a translation? Since July 2025, yes. That ruling is one of several details shaping Power of Attorney in Italy, where the procura is a unilateral act, not a contract. This guide helps legal, tax and compliance teams with forms, signatures, filings and endings, based on the Italian Civil Code.

Why is a procura not the same as a mandate?

Italian law splits the relationship in two. The procura is the unilateral act that gives the agent power to bind the principal toward third parties. The mandato (the mandate contract) is the internal agreement that governs duties between principal and agent.

The split matters in practice. A dispute about diligence, accounting or fees falls under the mandate. A dispute about whether the agent stayed within the granted powers falls under the rules on representation, because the procura alone decides what binds the principal.

General or special: which procura fits the job?

A general procura lets the agent administer the principal’s entire set of affairs. A special procura covers one or more specific acts, such as selling real estate, collecting a debt or attending a shareholders’ meeting.

Either way, the document must identify both parties and describe the powers precisely. A third party dealing with the agent can ask for proof of those powers at any time. Vague drafting therefore hurts the agent first, and the principal soon after.

What form and signature does the act demand?

The golden rule is simple. The procura must take the same form as the act the agent will conclude. If that act needs a notarial deed, so does the procura. If it needs no special form, a signed private writing is enough.

Notaries can intervene at two levels:

• Notarial deed: the notary authors the whole act, as for real estate transactions or company incorporations.
• Authenticated signature: the notary certifies that the principal signed in their presence, after checking identity. This also fixes the date with certainty.

Be careful with the second level. Case law holds that a notary who only checks a company representative’s powers, without attesting to witnessing the signature, has not authenticated anything. The resulting procura is invalid on that ground.

Electronic signatures also work. A digital signature based on a valid qualified certificate carries the same weight as a handwritten one under the Digital Administration Code (Legislative Decree No. 82/2005) and the eIDAS Regulation (Regulation (EU) No 910/2014). Certificates from non-EU providers count if they meet the Regulation’s conditions. Even so, certain acts still require a traditional notarised document.

When must a procura reach the business register?

Filing is not a universal condition of validity. It becomes mandatory when the agent is appointed as an institore (a general manager) or a procuratore with continuing authority inside the business. In that case, the appointment goes to the Registro delle Imprese, Italy’s business register.

The filing runs through the Comunicazione Unica, the single electronic filing channel. Companies use Modulo S2, with an Intercalare P for each person appointed, modified or revoked. Individual businesses use Modulo I2. A director or the authenticating notary signs the filing digitally.

The principal’s signature on the underlying document must be authenticated. A full notarial deed is unnecessary unless the underlying transaction demands one.

Skipping the filing carries a real cost. Without it, the agent’s authority is presumed general. Any limits you imposed cannot be used against third parties unless you prove they actually knew about them. The register also charges diritti di segreteria (filing fees) and, where applicable, stamp duty, so check the amounts with the relevant Chamber of Commerce.

What does a branch add to the picture?

A company that sets up a branch with stable representation in Italy has thirty days to request its registration. The request goes to the register office where the company’s principal seat is located, naming the representative appointed to the branch.

If that representative is an institore, the procura also goes to the register office covering the branch’s location. Without that second filing, a later revocation or limit on the branch representative’s powers cannot be invoked against third parties, unless they knew of it. A mere sales office without managerial autonomy does not count as a branch for these purposes.

Can a foreign procura work in Italy?

Increasingly, yes. In Judgment No. 17876 of 2 July 2025, the Corte di Cassazione (Italy’s Supreme Court), sitting in Sezioni Unite (its joint chambers), upheld a litigation power of attorney drafted abroad in a foreign language. It needed no Italian translation, legalisation or apostille. That overturned the earlier, stricter line of case law.

The test is now formal validity under the law of the place of execution. A court may ask for a translation only if it cannot understand the document or its content is contested.

Whether you still need an apostille or consular legalisation for other uses depends on the country of origin. The Hague Apostille Convention of 5 October 1961 or a bilateral convention with Italy may remove that step.

What does the agent owe, and can the powers be passed on?

An agent who exceeds their authority does not bind the principal. They also become liable for the damage suffered by a third party who relied on the contract without fault. The principal can still ratify the act afterwards.

Conflicts of interest carry their own risk. The principal can have a contract annulled if the agent acted in conflict and the third party knew, or could have known. The same applies to self-dealing, unless the principal authorised it. Once the powers end, the agent must return the document evidencing them and cannot hold it back to secure a claim.

Sub-delegation is the exception, not the rule. The procura is personal, so the agent needs the principal’s explicit authorisation to appoint a substitute. Without it, the agent answers for the substitute’s conduct. If the principal also named the substitute, the agent carries no liability for that person.

How does a procura end?

There is no default expiry. A procura stays in force until the term set by the principal passes, the specific act is completed, or the principal revokes it. It also ends with the death or incapacity of either party. For acts tied to running a business, the authority survives those events while the business continues.

The principal can revoke at any time, expressly or tacitly. Naming a new agent for the same matters counts as a tacit revocation. Irrevocability clauses only work between principal and agent. At most, they open a damages claim if the principal revokes without just cause.

Third parties are the real risk. A revocation or modification must reach them by suitable means. Otherwise it cannot be used against anyone who did not know of it, unless you prove they did. Treat Power of Attorney in Italy as a two-step exercise: end the authority internally, then make sure the outside world knows.

What’s next?

Managing a Power of Attorney requires detailed planning and full legal awareness. For more insights into processes in other jurisdictions, explore our article: Director Change in Switzerland: Rules & Filings.

Klea transforms entity management by offering centralised governance, automated compliance, and secure collaboration tools. For this reason, businesses looking for an efficient, scalable solution can take the following actions:

• Request a Demo – See Klea in action for your organisation.
• Start a Trial – Experience first-hand how automation reduces workload and improves efficiency.
• Talk to Our Experts – Get tailored recommendations based on your entity management needs.

Company secretarial software solutions play a crucial role in modern businesses that require structured governance, consistent compliance, and accurate legal entity management. With Klea, organisations can ensure corporate governance remains efficient, transparent, and risk-free.

Legal Disclaimer

The information provided on Klea’s website is made available “as is” for informational purposes only. Klea does not provide legal, tax, or financial advice and is not responsible for any actions taken or not taken based on the content found on this website. In no event shall Klea be liable for any loss or damages arising from reliance on the information contained herein.

For specific legal or compliance support tailored to your business needs, please contact Klea directly. Our team provides personalised guidance and expert solutions. Any reliance on general content without direct consultation does not establish any legal responsibility or liability on Klea’s part.