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Minutes of an ordinary S.r.l. members' meeting (director's pay and other decisions) (Italy)

Record & Protocol
Italiano
Italy
Business
Print & sign
1 page · 0 sold

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This document is in Italian

The PDF you download is in Italian — that is the language it has to be filed in, so it is not translated. Everything on this page is here to tell you what it says.

For the members of an Italian S.r.l. taking ordinary decisions in a meeting: the director's pay, approval of a transaction the articles reserve to the members, appointment of the auditor or other matters under art. 2479 of the Italian Civil Code. The minutes, in Italian, set out the agenda, chair and secretary, the call or a fully attended meeting, members present and holdings, the vote and the decisions, and are copied into the members' decisions book. Not for amending the articles, raising capital or winding up: those need a notary.

  • Made for use in Italy
  • Last updated October 14, 2026

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When to use this document

  • The members of your company in Italy want to set a salary for the director.
  • The articles require the members to approve a large purchase and you need it on record.
  • Your accountant warned you that the director's pay needs a members' decision behind it.
  • You need minutes of a members' meeting for ordinary company decisions.

What you fill in

The details the document asks for.

  • Company name
  • Registered address
  • Capital amount
  • Company's codice fiscale (also its companies-register number)
  • REA number (Chamber of Commerce economic and administrative index)
  • Date of the meeting
  • Time of the meeting
  • Place of the meeting
  • Agenda
  • Chair
  • Secretary
  • How the meeting was called
  • Share capital represented (as a percentage)
  • Members present (in person or by proxy) and their holdings
  • Result of the vote
  • Decisions taken
  • Administrator's remuneration
  • Time the meeting closed
  • City
  • Date

Common questions

Which decisions do the members of an Italian S.r.l. take at an ordinary meeting?
Besides the matters the articles reserve to them and those put forward by the directors or by members holding a third of the capital, the members approve the accounts, appoint the directors and, where required, the statutory auditors or external auditor, and decide transactions that substantially change the company's business or the members' rights (art. 2479 of the Civil Code). Amendments to the deed of incorporation instead need notarial minutes (art. 2480), which this document does not replace.
Must the members decide the pay of an Italian S.r.l.'s director?
Yes, unless the articles already set it: a director cannot fix their own pay, which needs a decision of the members, and the joint chambers of the Court of Cassation held that without one the pay is not owed. The document has room to state the amount, for example a gross annual sum, and how it is paid. For the tax and social-security effects of the pay, the company's accountant is the person to ask.
By what majorities does an Italian S.r.l. members' meeting decide?
Unless the articles say otherwise, the meeting is quorate when members holding at least half the share capital attend, and it decides by an absolute majority of the capital present (art. 2479-bis of the Civil Code). It is also valid without a call if the whole capital is present and all directors and auditors attend or are informed and nobody objects. The document records the capital present and the vote; the minutes are copied into the members' decisions book.

How you can sign this document

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