The Ministry of Commerce, Industry and Investment Promotion (MOCIIP) has issued Ministerial Decision 245/2025 which extends with immediate effect Article 13 of the Commercial Companies Regulation (146/2021). Although Article 13 deals with the opening of bank accounts for new companies "under incorporation" (which itself has now been replaced in practice, if not formally), Article 13 bis relates to the appointment of authorised signatories and affects both limited liability companies (LLC) and joint stock companies (SAOG/SAOC).
The term "authorised signatory" is not used in the Commercial Companies Law and is derived from the Commercial Register Law 1974 which remains in place despite many of its provisions effectively being overlooked following the introduction and upgrading of internal systems in the MOCIIP. In practice the terms "manager" and "authorised signatory" are essentially the same in the context of this new legislation.
The intention of this new Ministerial Decision appears to be:
- for joint stock companies (SAOG/SAOC), to ensure that the individuals who are registered on the Commercial Register as managers and authorised signatories of the company are restricted to the company's shareholders, directors and certain employees.
- for limited liability companies (LLC), to ensure that the individuals who are registered on the Commercial Register as managers and authorised signatories of the company are restricted to the company's partners, owner (i.e. for Sole Proprietorship Companies (SPC)) and certain employees.
For both joint stock companies and limited liability companies, the Ministerial Decision provides that the only employees who may be registered are managers and those working in finance or administration, however there is no clarity as to which employees are managers or working in finance or administration for these purposes.
It is also unclear how these new requirements will be managed going forward – for example, what happens if someone is registered as a manager and authorised signatory and then subsequently he/she leaves the company?
A six-months grace period has been granted from the effective date of the Ministerial Decision; therefore companies must ensure compliance by 13 January 2026.
We advise our clients to review their current Commercial Registration Certificate(s) to ensure that their registered managers and authorised signatories qualify to remain as such and to ensure compliance before 13 January 2026
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
