Incorporate your Company in Italy
Start your Business in Italy through our Legal Assistance
Govoni Law Firm assists Entrepreneurs and Companies in the Business Incorporation and Internationalization, with the suggestion of the most suitable company type and solutions for the Client’s business project.
Incorporation of Italian Company
Legal assistance with the incorporation of the Company in Italy. Accompanying Clients in the whole process included the notarial deed and filings with the Italian Registrar of Companies.
Preparing and drafting all the documents and information required including memorandum of incorporation, articles of associations (by-laws), power of attorney etc, assistance is provided also for the registration of the directors and shareholders of the proposed company with the Italian Tax Authorities, assistance with the request of the Codice Fiscale and bank account opening.
The legal steps can be done remotely through a power of attorney to Govoni Lawyers.
In Italy, especially in recent years, it has become much easier and faster to start a business. This is made possible thanks to the simple, fast, consistent and effective procedures that can be completed by our assistance acting as a “one-stop-shop” providing all the checks dictated by law for the establishment of companies and then forwarding all necessary documentation to the Register of Companies online, also thanks to our Notary Partner.
The business creation is much easier and quicker, thanks to legislative measures such as the reduction of the minimum capital requirement and the streamline of the registration procedures. A corporation, which until 2000 required a time estimated at about 150 days from its setting up in the presence of a notary until its effective operation, can now be operational on the day of the deed if it is urgent or, in normal cases, within 3-4 days.
In addition, the overall system provides a high level of security as a result of the notary’s prior check on legality and the consequent reliability of the data, all being managed using efficient high-tech infrastructure.
In Italy, a business can be conducted as a sole proprietorship or, if it is larger, as a company.
Both forms are governed by the Italian Civil Code.”
“Italy offers a wide range of legal forms for the setting up of a business.
It is, therefore, necessary, preferably with the help of a notary, to identify the most suitable type of company organization; this also involves the objectives to be pursued, the capital to be committed, the level of legal responsibility any form entails, the various tax implications and, finally, the complexity of accounting and compliance requirements.
Partnerships and corporations are treated differently.
Corporations consist of organizations of people and resources for the joint operation of productive activities, with full economic independence. This means that the company’s obligations are to be met by the company’s assets alone.
Corporations have legal personality; that is, they are entities capable of assuming the rights and obligations arising from the economic activity carried out and enjoy perfect patrimonial autonomy, i.e. their assets are totally independent from those of the shareholders, and creditors have a claim only on the corporation’s assets”.
- Joint stock company (società per azioni or S.p.A)
- Private company limited by shares (società a responsabilità limitata or S.r.l.)
- Simplified private limited company (società a responsabilità limitata semplificata or S.r.l.s.)
- Branch office;
S.p.a., S.r.l., and S.r.l.s.
Both, the S.p.A. and the S.r.l. have the limited liability of the stockholders, and the limit is the amount of their contribution to the company.
Both types of companies may be incorporated (and, successively, the relevant corporate capital may entirely be held) by a sole shareholder/quota holder. In case of sole shareholder/quota holder, to enjoy limited liability, the corporate capital must be fully paid-in and deposited in a bank account in Italy prior to the incorporation.
Please note that the incorporation of a company before a notary public is insufficient to fully incorporate the company as a separate legal entity. The company does not officially exist until it has been registered with the Companies’ register, “Registro delle Imprese”.
Article 2328 of the Italian Civil Code (for the S.p.A) and Article 2463 (for the S.r.l.) list the information needed in order to incorporate a limited liability company in Italy, precisely:
- The full details of each shareholder/quota holder;
- The full address of the registered office;
- Company’s corporate purpose (the activities carried out by the company must be identified in details)
- Company’s name and corporate capital (which should amount to minimum Euro 50,000.00 for the S.p.A, Euro 10,000.00 for the S.r.l, and Euro 1.00 for the S.r.l.s.);
- Number of shares/quotas and relevant value;
- Date of the fiscal year end;
- Number of directors (a sole director or a board of directors can
- be alternatively appointed) and relevant personal details (full name, date, and place of birth, citizenship, residence address abroad, and photocopy of their passports). Foreign directors must apply for a tax code number in Italy if they have not yet received one);
- personal details (full name, date, and place of birth, residence address) of the statutory auditors (three standing members and two alternate), if any.
Only Italian citizens meeting specific requirements may be appointed.
In addition to the deed of incorporation containing the above information, the articles of association of the Company must be attached to the same deed of incorporation.
Moreover, please note that a power-of-attorney executed by the initial shareholder/quota holder or an authorized representative thereof would entitle an attorney in fact to accomplish all the actions necessary for the incorporation process, including, inter alia, the power to open a bank account for the deposit of the corporate capital.
This power of attorney must be signed before a notary public, and the signature, in certain cases, must be legalized or apostilled.
S.p.A. – Joint stock company (Società per Azioni)
The S.p.A. is usually the company form used by larger companies, in fact, has higher equity contributions and more flexibility with respect to the transfer of shares required.
The minimum amount of the share capital provided for an S.p.A is Euro 50.000,00 due to the amendment to art. 2327 of the Civil Code (as required by Article 20 paragraph 7 of Legislative Decree n. 91/2014), instead of the minimum of € 120,000, as previously planned.
If the S.p.A. is established by more than one shareholder, 25% of minimum capital must be immediately paid in; if the S.p.A. is established by a sole shareholder the entire amount of minimum capital must be immediately paid in.
The corporate capital is represented by shares which, unless excluded by the by-laws, are embodied in stock certificates, and are transferable according to the provisions set out for the negotiable instruments (“Titoli di Credito”).
S.r.l. – Private company limited by shares (Società a responsabilità limitata)
The minimum amount of the share capital provided for an S.r.l. is Euro 10.000,00.
If the S.r.l. is established by more than one quotaholder, 25% of minimum capital must be immediately paid in; if the S.r.l. is established by sole quotaholder the entire amount of minimum capital must be immediately paid in.
The corporate capital is divided into “quotas”, which are not embodied in certificates but only recorded in the “quota holders’ ledger” (to be kept on a voluntary basis).
The quotas cannot be represented by shares nor can they be the object of an offer to the public.
S.r.l.s. – Simplified Private company limited by shares (Società a responsabilità limitata semplificata)
The Simplified version of the S.r.l. is the S.r.l.s. – or Simplified Private company limited by shares, and the minimum amount of the share capital provided for it is only Euro 1,00. Meanwhile, could appear as the best option for sure, it has to be considered as an option only after a valuation of the element of the company.
In fact, it has a very strict structure, that doesn’t allow many variations or change from the fixed model of the company.
Thanks to Avv. Elena Gilardi for her paper on BusinessJus.
Govoni Law Firm offers services in the whole Italian Territory, in the Corporate area, as follows.
- Company creation and establishment in Italy with the suggestion of the most suitable company type, for the client’s needs. Corporate domiciliation, and the business growth of Italian companies projects Abroad, and the creation of Foreign companies and branches in Italy;
- Drafting and negotiation of contracts, business reports, commercial partner search, and analysis;
- Assistance in banking relationships and the related use of financial instruments;
- Drafting proposals, purchase and sale agreements, registrations at the competent offices;
- Assistance in the deeds of incorporation of commercial companies and amendments to the company bylaws, constitutions of associations wishing to obtain legal personality;
- Consulting in the purchase and lease of companies, or branches of companies with related checks, warranties, and guarantees;
- Startup of business, creation, modification, termination of the company and related advertising;
- Harmonization of foreign operations with national and European law, also concerning the International Agreements signed between Countries to avoid double taxation;
- Assistance on cross border corporate transactions and agreements;
- Relations with banking institutions in the purchase with loans, purchase of capital goods or leasing for machinery and buildings;
- Credit recovery thanks to the Firm’s International Partners with a connection that was created over the years of international legal activity.