Manager's fee not specified: the appointment is void

Article 1129, paragraph fourteen, of the Italian Civil Code states that the manager, when accepting the appointment and its renewal, must specify in an itemised manner, on pain of nullity of the appointment itself, the amount due as a fee for the activity carried out. A resolution that appoints the manager without stating the fee, or that states it in a generic and cumulative way, is therefore void. A single overall figure is not enough: the individual items must be broken down.

What an itemised fee means

An itemised fee is the separate specification of the paid activities and their amounts. The law aims to prevent unbudgeted financial requests from arising during the management for services the manager considers extraordinary or additional. For this reason the estimate must distinguish ordinary activity from any further services, so that the meeting knows exactly what it is approving and on what terms.

In practice, an itemised fee states the consideration for ordinary management and, separately, the amounts for activities not included, such as managing extraordinary works, debt recovery or particular formalities. The generic nature of a single undifferentiated item is what the rule intends to sanction.

Nullity, not mere voidability

The sanction under Article 1129, paragraph fourteen, is expressly nullity of the appointment. This sets it apart from resolutions that are simply voidable for procedural or majority defects. Nullity, by its nature, is not subject to the thirty-day deadline and may be raised by anyone with an interest. An owner may therefore contest the failure to specify the fee even beyond the short challenge period.

• The fee must be specified upon appointment and at every renewal
• It must be broken down by individual activity items
• Failure to specify makes the appointment void, not only the fee
• Nullity can be raised without the thirty-day limit

Practical consequences of a void appointment

If the appointment is void, the title that authorises the manager to act is lacking. This can create uncertainty over acts performed in the meantime and over dealings with suppliers. It is therefore in the manager's own interest to present a clear and complete estimate at the first available meeting, avoiding any challenge to their position. If contested, the meeting can resolve again in a compliant way, specifying the fee in an itemised manner.

The estimate to bring to the meeting

The document to submit to the meeting should contain the term of the appointment, the amount for ordinary management on an annual basis, and the list of services not included with their calculation criteria. In this way the agenda can transparently provide for approval of the fee and the resolution is fully valid. It is good practice to attach the estimate to the minutes, so as to document the specification required by law.

Transparency and document management

The rules on the itemised fee fit into the wider framework of transparency introduced by Law 220 of 2012, which strengthened the manager's disclosure obligations. Keeping and making available to owners the estimate, the appointment minutes and the accounting documents is an integral part of sound management and reduces the risk of disputes.

With AmministraPro the manager can prepare a fee estimate structured by item, attach it to the meeting minutes, and keep the appointment documentation in good order. The features for meetings and documents are described on the /funzioni page, while the plans can be viewed on the /prezzi page.