Company Registration in Italy

REGISTRATION OF COMPANY IN ITALY

Italy occupies not only the lands of the Apennine peninsula (due to the peculiar shape of the country on the map it cannot be confused with any other state). Italy also occupies the island of Sardinia, Sicily (the largest ones), and other less vast ones.

And Italian cuisine recognized as the best in the world is certainly a topic for a separate article. it's no coincidence that everywhere in different countries, there are Italian restaurants.

Another interesting and quite joyful for all Italians fact is that the duration of their (the Italians’) lives is the longest among estimations of other European countries. The country's population is about 57 million people, 98% of whom are Italians.

And among many organizational and legal forms, entrepreneurs often choose LLC (Srl) or a partnership (SAS).

Italy is currently one of the most important countries in the European Union. Its good geographical position gives investors easy access to southern, central, and northern European markets as well as to the ports of the Mediterranean. Many businesses that start in Italy are involved in trading or import and export activities.

Italy is the birthplace of some of the most iconic and luxurious brands in the world and, while some business fields are clearly more favored than others, the country has an open policy towards foreign investments of all kinds. Some of the most important foreign investment sectors include tourism, the food industry, agriculture, manufacturing or the real estate sector.

 

Types of companies in Italy

 There are several types of legal entities available for those interested in company formation in Italy:

- the limited liability company, which can be traditional of simplified limited liability companies;

- the joint-stock company, also known as public limited liability companies;

- the general partnership, which must have at least 2 members called partners;

- the limited partnership, which must be formed by a general and a limited partner;

- cooperative, which is not exactly a type of company, but more of an organization employed by those who want to operate in the agricultural industry;

- sole proprietorship, which is the simplest form of doing business in Italy.

 

The limited liability company is a business type preferred by investors who want to start a small or medium scale business. This is the most popular business form in Italy. The new company registered in Italy will be managed by a director or a board of directors who will follow the company’s articles of association. The financial issues will be managed by statutory auditors and the representatives in charge of financial business will keep a list of financial statements and balances.

 

The joint-stock company is chosen by those investors who want to run a large business. The minimum share capital for this legal entity is 50.000 EUR and at least a quarter of this amount must be paid upon incorporation. The joint-stock company is managed by a director or a board of directors. The shareholder’s liability is limited to the number of contributions made to the share capital.

 

Steps for company formation in Italy

 A limited liability company can be incorporated in a few steps: 

1. Registration with Italian Tax Authorities – there is necessary to obtain a tax identification number (Codice fiscale);
2. Execution of the articles of association with a public notary – this is an obligation for the shareholders and it can be done personally or through a power of attorney;
3. Obtain VAT number – this is issued by Agenzia Delle Entrate after an online request;
4. Obtain the certificate of incorporation – after filing all the documentation required;
5. Open a bank account for the company

 

Formation of partnership (SAS) as a form of company in Italy would be a suitable solution for:

- small company, which employs less than 10 employees and an annual turnover of which is less than € 2 million;

- small enterprise, which employs less than 50 people, and with an annual turnover of up to € 10 million.

Limited partnership (SAS). Peculiarities

• It is a hybrid of LLC and full partnership.
• It can have two types of founders:

- investors, not participating in the management of the company;
- founders, managing the company, who have limited liability by their property.

• The income of the founders cannot be checked.
• Employees themselves can be investors. Employment (by recruitment) in Italy does not involve the payment of large taxes by employers. But at the same time, it is necessary to have a specialist who is responsible for filling out the declarations of workers.

 

Documents needed for company formation in Italy

Both local and foreign investors need to consider the preparation of the following documents for company formation in Italy:

 

1.  Their personal information is required – the ID or passport are the main documents needed;
2. In the case of foreign companies, the Certificate of Registration and the incorporation documents are also required;
3. The Italian company’s establishment documents are needed – these will be drafted by an Italian public notary;
4. Depending on the type of company, other documents could be required.

We can help foreign investors who need to have the Articles of Association for new companies drafted and notarized.

 

Costs for company formation in Italy 

 The main costs related to incorporating a company in Italy are: 

1. Trade Register fee – EUR520 (this fee will be paid for registering a company with the local Trade Register);
2. Virtual office – EUR100/month (this is necessary if you don’t have an office for your business);
3. Incorporation fee – approx. EUR2300;
4. Accounting fee – starting from EUR130/month, depending on the number of invoices and yearly turnover;
5. Minimum share capital – EUR 1 for a limited liability company and EUR 50,000 for a joint-stock company

 

Opening a company bank account in Italy

 One of the most important aspects of opening a company in Italy is related to the establishment of a corporate bank account. This account is needed for depositing the share capital and for conducting commercial activities.

Opening a corporate bank account in Italy implies:

• Submitting the company’s incorporation documents with the chosen bank;
• Completing the necessary paperwork issued by the Italian bank;
• Appointing a company representative who will keep in touch with the bank;
• Choose the services which best suit the need of the Italian company.

Apart from the company bank account, a business can also create merchant accounts for accepting online payments. These types of accounts are mostly used by e-commerce companies, such as online stores, in Italy.

 

How to decide between a branch office or a subsidiary in Italy: 

Foreign companies that want to develop business activities in Italy also benefit from the option of registering a branch office or a subsidiary. These entities are generally used for the purpose of expanding a company on a domestic or foreign market and the decision should be based on taking into account several aspects.  

 For instance, the branch office will be dependent on its parent company, thus, it is not considered a different legal entity. In this case, the management decisions concerning the activity of the branch office will be taken by the parent company, which is also liable for the debts of the branch office. However, the branch office provides the advantage of having lower costs during the setup of the business in Italy. 

 On the other hand, the subsidiary has the advantage of being an independent structure from its parent company, and it is set up with its own share capital. Due to the fact that the subsidiary is considered a separate legal entity, the structure will be incorporated following the standard registration procedure applicable to all Italian businesses. 

 Thus, it is necessary to apply for a VAT number issued by the National Tax Office, register the legal entity with the local Chamber of Commerce, sign a public deed of incorporation in front of an Italian public notary – in this case, it is generally required for the company’s representatives to be present during the procedure; if not, they may grant the power of attorney to our team of Italian lawyers, who can represent them in this specific case.

 

Company Act in Italy

 An investor who wants to open a company in Italy must observe the relevant legislation and comply with the legal requirements. The most important legislative documents for running and registering a company in Italy are:

- the Italian Civil Code;

•  Legislative Decree 58/1998 (abbreviated TUF in Italy);
• The rulings set forth by the National Commission for Companies and the Stock Exchange (CONSOB);
• The code issued by the Italian Stock Exchange (Borsa Italiana)
• The company’s own Articles of Incorporation.

Although the legal framework listed above only applies to listed companies in Italy, all company owners should have a solid knowledge of the laws and regulations applicable to their type of business.

 

The main provisions of the Italian Company Law

 The Company Law, consisting of several legal documents, regulates a series of important aspects about company formation in Italy. Among the most important legal provisions we can list the following:

• - the types of companies that can be incorporated in Italy: limited liability companies, joint-stock companies. cooperative, different types of partnerships, sole proprietorship, branch or representative office;
• - company governance: the duties of directors in Italy and those of the Boards in the company;
• - shareholders’ duties, obligations and rights and the protection of minority shareholders;
• - how corporate litigation must be resolved and the legal tools to be used in such cases;
• - financial requirements applied to all types of companies registered in Italy;
• - auditing compliance – not all companies in Italy must file audited accounts;
• - the company liquidation procedure, which can be voluntary or compulsory.

The Company Act also specifies the characteristics of each type of company, its mandatory minimum share capital, and the manner in which shares can be distributed. There are significant differences between companies that are not listed on the Stock Exchange and those that are listed.

 

Common questions about the company registration process in Italy

 Italy is very appealing to foreign enterprisers who usually have many questions related to the requirements and processes related to company formation in Italy. Among these questions are:

 

1. Can I register the company as a sole shareholder, even if I am a foreigner?

Yes, full foreign ownership is possible in Italy even for single shareholders. Among the types of structures, foreign enterprisers can use are the sole proprietorship and the private limited liability company.

2. What is the minimum amount that I need to set up the company?

It depends on the type of company you want to establish: in the case of the private limited liability company, you will need 1 euro, while in the case of a public company, the new requirement is 50,000 euros.

3. Can I register my company remotely?

Yes, remote company registration is possible in Italy, however, you must appoint a local representative and grant him or her power of attorney to complete the process.

4. Does an Italian company need a resident director?

No, the law no longer requires resident directors in Italian companies.

5. How long does the company registration process take in Italy?

The usual procedure for setting up a company in Italy takes about a week, however, this timeframe will depend on how much time it takes for the documents to be prepared.