Considering most foreign enterprisers are interested in setting up small and medium sized companies in Italy, the business forms they can establish are:
• joint stock companies (Società per Azioni, SPA),
• limited liability companies (Società a Responsabilità Limitata, SRL),
• partnerships limited by shares (Società in Accomandita per Azioni, SAPA),
• general partnerships (Società in Nome Collettivo, SNC),
• limited partnerships (Società in Accomandita Semplice, SAS),
• cooperatives (Società Cooperativa),
Each type of company must be registered according to some requirements. Among these are the share capital and accounting requirements, on which our attorneys in Italy can offer in-depth assistance, depending on the business structure chosen for incorporation.
Private limited liability companies in Italy
The most common way to start a business in Italy refers to the incorporation of a limited liability company. In Italy, there are two main types of private limited liability companies, as follows:
• traditional limited liability company (società a responsabilità limitata- s.r.l);
• simplified limited liability company (società a responsabilità limitata semplificata - s.r.l.s).
In a s.r.l.s, the commercial legislation stipulates that the company’s shareholders can only be represented by natural persons and not other legal entities, which can be the case of other business forms available here.
What are the main requirements to open a company in Italy?
When opening a company in Italy
, the investors should know that the incorporation procedure
can be completed in a fast manner, as the process can last approximately five working days
One of the highlights of the incorporation procedure in Italy
points out that a foreign businessman can obtain a VAT
(value added tax
prior to the incorporation of the company, a regulation which is not applicable to other European jurisdictions, such as the United Kingdom.
When setting up a business in Italy,
one must take into account the minimum share capital
required. According to the Italian Commercial Code
, joint stock companies
and limited liability companies
are required to deposit a share capital
before the company is registered with the Commercial Register in Italy
In order to deposit the minimum share capital, the businessmen will need to open a corporate bank account, a procedure which can be completed in a matter of hours.
Joint stock companies are required to have minimum share capital of 120,000 euros, while limited liability companies must have a minimum share capital of 10,000 euros of which only 2,500 euros must be deposited prior to registration.
In the case of a simplified limited liability company, the company’s share capital is established in an amount of maximum EUR 10,000.
Company registration procedure in Italy
In order to register a company in Italy, the next steps must be followed:
• purchase the corporate and the accounting books;
• deposit all documents with the Register of Enterprises.
As a general rule, the company’s statutory documents can be modified depending on the investor’s business plans (however, this can only be done in accordance with the applicable legislation). In the case of a simplified limited liability company, the businessmen will not be allowed to include further provisions, as they are required to sign the standard model for the company’s articles of association.
Also, when notarizing the company’s documents
, the investors will also need to sign an incorporation deed
. Our team of Italian lawyers
can offer legal assistance in this case. At the same time, our lawyers
can represent the foreign investors in front of the Italian notary
if they receive a power of attorney
Together with the certificate of incorporation, the company will also receive a tax identification number and a VAT number.
, all companies performing commercial activities are required to register for taxation purposes
. At the moment, the Italian authorities
apply a corporate tax
at the rate of 24% (this is a newer rate, as in the past companies were imposed with a tax rate of 27%).
Once the company is registered, there are a few more steps to follow before commencing operating:
• registration with the Social Security Administration and the Accident Insurance Office;
• notification of the Labor Office for the employment of workers.
Legal assistance in Italy
It is important to know that our law firm in Italy can provide legal assistance on matters such as:
• assist local and foreign businessmen in drafting all the company’s relevant documents and, at the same time, the lawyers can represent the businessmen in these procedures;
• register the company for taxation purposes;
• offer assistance on the procedure of opening a bank account (which can differ, depending on the bank with which the investor wants to collaborate);
• assist on the commercial contracts that are established with other Italian companies;
• obtain business permits which can be necessary for specific business activities;
assist on litigation cases, such as recovering a debt
from a legal entity or a natural person;
• advice on the intellectual property legislation and the registration of a trademark;
For information about business start-up costs or other corporate services, you may refer to our Italian law firm