The Italian legal system recognizes the right of directors of limited liability companies to receive remuneration for the activities they carry out on behalf of the company.

The director, indeed, has an interest-bearing relationship with the company according to the rules of the mandate: the director carries out certain activities in favour of the company in exchange for a payment. Under Italian Law, remuneration is an “optional” right, so he may choose to waive it and carry out his duties for free.

However, the amount of the director’s remuneration shall generally be indicated in the company’s by-laws. If the remuneration is not indicated, then, according to Italian Law its determination shall be adopted by an express resolution of the shareholders’ meeting.

The resolution of the shareholders’ meeting on the remuneration of the directors cannot be adopted within the meeting for the approval of the financial statement. 

In conclusion, according to the Court of Rome, if the director carries out additional activities for the company, different from the mere administration, then he is entitled to a special remuneration for those additional activities.

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