Créer une société à responsabilité limitée en Italie

One   of   the   key   players   and   largest economies in the European Union, Italy, has recently taken important new steps to position itself as a welcoming home for foreign investments.

Despite    the    persistent    bureaucracy, which   is   slowly   being   reduced,   and through  the  help  of  specialized  local advice, incorporating an Italian limited liability company can be quite simple.

What is an S.R.L. (limited liability company)

A limited liability company is the most common type of company in Italy. The main feature is that the members are shielded from its obligations. The share of the corporate capital held by an Italian limited liability company “Srl” members is called a « quota ».

Requirements to set up a limited liability company in Italy

  • A great business idea
  • A minimun capital of  1 euro
  • One or more shareholders and directors

Types of S.R.L.

There are 2 main types of private limited liability companies:

Traditional società a responsabilità limitata (S.r.l.)

  • Can carry out any type of business
  • Has limited liability for share/quota-holders.
  • The sum of the shareholders’ contributions is the share capital, which can be at least 1 € with no maximum limit

Simplified società a responsabilità limitata semplificata (S.r.l.s.)

  • Have reduced set-up costs Should respect some limitations (for ex. the amount of the share capital can not exceed 9.999 € and shareholders can only be persons, not other companies)

Discover more about characteristics, common features and differences between S.r.l. and S.r.l.s.

Special features of a limited liability company

Depending on the features a company has, it can also fall under these typologies.

Innovative start up

  • Can have an access to important incentives
  • Should follow rigid requirements (for ex. highgly innovative and technologically advanced business)

Discover more on innovative start up companies.

Benefit Corporation

Benefit Corporations are for-profit companies that at the same time pursue one or more good causes.

Discover more on Benefit Corporations.

Steps to open a limited liability company in italy

1. Registration of directors and shareholders with italian tax authorities
2. Execution of the articles of association
3. Issuance of the company vat number
4. Issuance of the certificate of incorporation
5. Open a bank account for the company

Registration of directors and shareholders with italian tax authorities

There is no citizenship or residency requirement to incorporate an Italian company. Under Italian law any foreigner can incorporate a company in Italy, as long as the principle of reciprocity applies with the foreigner’s home country. Still, all directors and shareholders must obtain an Italian tax identification number (codice fiscale).

The codice fiscale is issued by the Inland Revenue Agency (Agenzia delle Entrate). Obtaining it is quite easy. It can be done personally or through a simple written power of attorney. The shareholder and / or director needs only to fill out a form provided by the Agenzia delle Entrate and to sign a statement indicating the purpose of the request – which, of course, will be to incorporate and /or be the director of an Italian company.

Execution of the articles of association

Under Italian law, the shareholders must execute the articles of incorporation through a public deed. This implies that the articles of association must be signed in front of a Notary Public. A person willing to incorporate an Italian limited liability company, therefore, has three choices: execute the articles of association personally, through a power of attorney or with a virtual meeting.

  • Executing the articles of association personally

If the shareholder wishes to execute the articles of association personally, he/she must come to Italy and go to a Notary Public. In this case, though, the shareholder must speak Italian, English or the notary must speak the shareholder’s language. If so, the shareholder will sign the Articles of Association and the by-laws of the incorporating company.

  • Executing the articles of association through Power of Attorney

If the shareholder wants to avoid coming to Italy immediately (because, for example, wants to come only once the company is ready to start its business), then a Special Attorney can execute the Articles of Association on his/her behalf.

Basically, the shareholder must grant a Power of Attorney to an Italian lawyer (not necessarily to a lawyer but, usually, this is the case). The Power of Attorney must be notarized and apostilled; or notarized and legalized with the shareholder’s local Italian Embassy or Consulate if her home country is not a member of the apostille convention (a list of the members can be found here). The Special Attorney will be granted the powers to execute all the necessary incorporation documents on the shareholder’s behalf.

  • Executing the articles of association through a virtual meeting

A recent law allows to incorporate a company through a virtual meeting with the public notary. A virtual meeting that would take place in a dedicated digital platform during which the shareholders will be identified by the notary public and shall sign the incorporation documents with an authorized digital signature device (firma digitale) that will be issued by our Firm.

Issuance of the company vat number

Once the Articles of Association are executed, it will be necessary to obtain the Company VAT number (Partita Iva) which is issued by the Agenzia delle Entrate. The request is made online and the VAT number is usually issued on the same day.

Issuance of the certificate of incorporation

The final step of the incorporation process is to obtain the certificate of incorporation (Visura). It will be necessary to file all the documentation of the incorporating company (Articles of Association, By-laws, VAT number, codice fiscale) to the Chamber of Commerce. The latter, after analyzing the formal aspects of the documentation, will issue the Visura within 2-3 days.

Open a bank account for the company

Once the Visura is issued, the incorporation process is over and the company will be officially incorporated and can open a bank account.

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