Italy - Company Incorporation

Italy Company Formation

Italian Incorporation

We can arrange company formations in most areas of Italy. Italian red tape on company formation has been cut back considerably, which allows for companies to be incorporated quickly and efficiently.

Starting a Business in Italy

Open a bank account in the company's name
Deposit the share capital in the bank account
Prepare the company deed - Atto Costitutivo
Local Notary to sign the deed
Register with the Register of Enterprises - Registro delle Imprese at the local Chamber of Commerce.
Register company and employment books with the INPS office (Istituto Nazionale di Previdenza Sociale or Social Security Administration)
Obtaining a fiscal code - Codice Fiscale and VAT number - partite IVA
Register the company's trading activity at the Italian tax office

S.r.l. società responsabilità limitata - Limited Liability Company

Limited Liability Company

Italian Law prescribes two forms of limited liability companies:

  • S.r.l. società responsabilità limitata. This is a limited liability company.
  • S.p.A. società per azioni. This is a joint stock company.

Incorporation

Both S.p.A. and S.r.l. are limited liability companies, but only in the first case the share capital is divided into shares, which are embodied in stock certificates, while in the S.r.l. the capital is divided into quotas. The Deed of Incorporation of an S.r.l. consists of a Certificate of Incorporation and bylaws and the following details must be provided:

  • All data identifying each quotaholder and the part of capital subscribed by each of them.
  • The company name and address of the legal office.
  • The purpose of the company.
  • The Corporate capital.
  • Name of those who have the power to represent the company and those who have to audit it.
  • The costs borne by the company for the Incorporation.

The minimum capital requirement for an S.r.l. is €10,000 and for an S.p.A. is €120,000. At least 25% of the subscribed capital be deposited with a Bank in Italy before the Deed of Incorporation is executed. In the case of a sole quotaholder, Italian law requires that the entire capital be fully paid-in at the time of the incorporation. The Bank will issue a deposit certificate to be attached to the Deed of Incorporation.

Registration with the Register of Companies is done by a Notary, who files the incorporation deed with the Register of Companies. Once the Company is registered with the Register of Companies it acquires its legal status according to art. 2331 of the Italian Civil Code.

To effect the public registration of the S.r.l. in the Register of Companies, each director or the sole director must sign a Chamber of Commerce form, which should be deposited within 30 days of the date the Notary signs the incorporation deed of the new company.

The foreign quotaholders and their legal representatives shall elect tax domicile in Italy and shall apply for a codice fiscale in Italy. The fiscal code in Italy functions in many respects as an ID Number.

Management

S.r.l’s are managed by one or more directors, the number of whom is not restricted by law. The first directors are appointed in the Deed of Incorporation. Thereafter, they are elected at an ordinary quotaholders' meeting. It is not required by law that directors of an S.r.l. be quotaholders. Italian law does not require that any director be an Italian national or resident.

Incorporation of a Limited Liability Company in Italy

The following are required for the purpose of incorporation of an Italian Limited Liability Company:

  • It may be owned by several shareholders or by a sole shareholder.
  • The minimum capital required for a Srl is €10,000.
  • The Deed of Incorporation must be made before a public notary.

Registration

Registration is done by a notary who files the incorporation deed with the Register of Companies. Once the Company is registered with the Register of Companies it acquires its legal status according to Art. 2331 of the Italian Civil Code.

To effect the public registration of the S.r.l. in the Register of Companies, each director (or the sole director) must sign a Chamber of Commerce form, which should be deposited within 30 days of the date the notary signs the incorporation deed of the new company.

In general, both the foreign quotaholders and their legal representatives shall elect a tax domicile in Italy and shall apply for a codice fiscale in Italy. The fiscal code in Italy functions in many respects as an ID Number of a Social Security Number.

Power of Attorney - We usually recommend that you visit to Italy in order to complete the formalities of the company formation. If you cannot be present, then you can delegate by power of attorney to one of our associates here.