For-Profit Companies in Italy

Italian company law is similar to American and British counterparts. The different types of companies in Italy are listed below. The below is taken from the following sources: (1), (2), (3).

• Limited Liability company forms
  • A Società a Responsabilità Limitata, also known as an S.R.L. is similar to an American LLC
    • The S.R.L. semplificata, is a limited liability company formed with limited capital less than 10,000 euro, with no incorporation taxes or notary fees, less red tape and paperwork. Note that simplified S.r.l. can only adopt the standard model articles of association by-laws provided by Italian law and no amendments to model articles are allowed (i.e. you cannot tailor-make the company’s by-laws). (Source)
  • A Società per Azioni, or S.p.A. (similar to a Public Limited Company or PLC, that is, a Corporation)
• Unlimited Liability Company Forms
  • The ditta individuale is a sole proprietorship
  • The Società in Nome Collettivo (S.n.c.) is similar to a General Partnership
  • The Società in Accomandita Semplice (S.a.s) is similar to a Limited Partnership

The incorporation process of a Public Limited Company (PLC) or a Limited Liability Company (LLC) in Italy consists of two (2) steps: 1) The filing of the two “constitutional” documents of the company (“atto costitutivo” or memorandum of association, also known as the articles of association and “statuto” or by-laws) before a notary. Refer to the section on “Governing Laws/bylaws Requirements” for the content that must be in the two documents.

2) The registration of the company at the Registrar of Companies. Within twenty (20) days, the memorandum of association shall be delivered to the Registrar of Companies by the notary with an application for the registration of the company and the other documents required for registration. The registration of the company is a fundamental step, since only afterwards will the company acquire legal status and its shareholders have limited liability. For any operations carried out on behalf of the company prior to its registration, the persons who performed the operation, along with those shareholders who ordered or authorized it, shall be held jointly and unlimitedly liable. (Italian Civil Code Article 2331)

Upon the filing of the memorandum of association, three (3) conditions must be met:

a) The total amount of the nominal capital must have been subscribed; in Italy, PLCs must have a minimum issued capital of EUR 120,000 and LTDs must have a minimum initial share capital of EUR 10,000 b) Twenty-five percent (25%) of cash contributions must be deposited in a bank account in the case of PLCs. For LTDs, these capital contributions may be substituted by a bank guarantee or an insurance policy of the same amount. c) Any other authorizations, where necessary, must have been obtained. If the share capital is paid by contribution in kind, providing an independent auditor’s report determining the value of the contribution is legally required. The auditor shall be appointed by the competent court of first instance (this is not required for LTDs). (Source).

“If one of the shareholders cannot be physically present to incorporate the contract before the notary, the incorporation process can be carried out by a legal proxy (normally a lawyer or a trusted person whom the investor knows). In this case, the non-Italian who is unable to participate in the notary deed must grant power of attorney, which must be translated into Italian and legalized (by using the Apostille procedure or using the services of the Italian Embassy or Consulate of the country where the investor resides). Immediately upon registration, the company receives a reference number for the procedure, the tax identification number and the VAT number. Within 48 hours the company receives confirmation of registration with the Companies Register as well as receiving documentation from INPS and INAIL (Accident Insurance Office).” (Source)

Readers may refer to the law regarding Italian Comapny Incorporation, Italian Civil Code Article 2328, translated into English here.

Non-profit

According to this source, “Italian non-profits are called foundations and is of a form called a private autonomous NGO. There are no minimum capital requirements to set up a foundation in Italy. Italian foundations can be established by drafting a document called statutes of the foundation or organization. These documents must be attested by a notary. The Italian foundation’s statutes must contain the following:

• its name;
• its main purpose;
• the assets;
• the address;
• how the assets will be distributed.

In order to be legally recognized, the Italian foundation must be registered with the regional authority of the city it was established in. One must also know that each Italian region has its own regulations about the setting up of a foundation.”

Sources

• The Florentine: Opening a business in Italy: the basics
• Italian Civil Code
• Set Up A Company in Italy
• The Process of Company Incorporation in Italy
• Open A Foundation in Italy