Forma dell'atto di cessione di quote di s.r.l., ruolo del notaio e dell'intermediario

Abstract

The analysis examines two distinct regulatory frameworks for transferring S.r.l. shares in Italy. Traditionally, notarial intervention through public deeds or authenticated private agreements ensured comprehensive control and protection for all parties, with mandatory registration in the Business Register. Since 2008, an alternative system allows authorized intermediaries (like chartered accountants) to submit share transfers directly to the Business Register using digital signatures, without requiring notarial authentication under the prevailing post-2011 interpretation. The systems differ significantly in oversight levels. Notaries, as public officials, must verify party identity, legal capacity, consent, and deed legality. In contrast, intermediaries merely transmit documents without performing equivalent formal or substantive checks, with liability limited to their professional mandate scope. This dual-system approach creates legal uncertainty and unequal protection standards. The analysis advocates for legislative harmonization, suggesting authenticated signatures as minimum requirements for all deposits while clarifying intermediary roles to ensure uniform protection regardless of the chosen transfer method.