Italy - Companies
| Società a responsabilità limitata - s.r.l. | |
|---|---|
| Company law | Art. 2472 ff. Codice Civile; + Società per azioni (Art. 2325 ff. Codice Civile) |
| Founders | at least 1 founder |
| Capital requirements | €10,000 |
| Management | at least 1 director |
| Taxation | IRPEG (imposta sul reddito delle persone giuridiche = corporate tax) + IRAP (Imposta regionale sulle attivá produttive = regional tax) |
Italy has a civil law legal system. There are basically two forms of company with limited liability:
- Limited Liability Company - Società a responsabilità limitata - S.r.l.
An S.r.l. provides for more flexibility and autonomy for the members in comparison to an S.p.A. The members may regulate many features,with great flexibility in the Articles of Association or bylaws.
Capital Stock
The minimum capital of an S.p.A. is €120,000
The minimum capital of an S.r.l. is €10,000
At least 25% of the capital subscribed in cash must be paid in at the moment the company is incorporated. In the case of a Company founded by a single shareholder, 100% of the capital must be paid in at that time.
In an S.p.A., shares represent the participation of the Shareholders.
In an S.r.l., the participations are not represented by shares but rather by quotas which cannot be incorporated in certificates.
An S.p.A. società per azioni - joint stock company may adopt three models of governance.
The ordinary system is based on the shareholders' meeting, which appoints the administrative body (board of directors or sole director), the supervisory body (board of statutory auditors) and the registered auditor.
The other two models are the dual system and the single system. They have not met with much success in business practice.
Formation
A public instrument, attested by a Notary Public, is necessary to set up both an S.p.A. and an S.r.l.
The Instrument of Incorporation consists of two parts: the first Memorandum of Association records the will to incorporate the Company and some essential information in respect thereof; the second comprises the Articles of Association by‑laws and indicates the rules concerning the operation and organisation of the Company.
Shareholders
The minimum number of shareholders is one. There are no limitations on residence or nationality.
In an S.r.l., the members define in the Articles of Association how the company is managed and controlled.