11 November, 2022

Italian limited liability companies’ online incorporation: now possible with preset bylaws

company online italyFollowing the adoption of the EU Directive 2019/115 into national law by Legislative Decree No. 183/2021, concerning the use of digital tools and processes in Company Law, the Italian Ministry of Economic Development has finally adopted the relevant implementing Regulations (No. 155/2022 of July 26, 2022), which went into effect on November 5, 2022.

Based on the aforementioned regulation, the Ministry has provided standard and pre-set templates for the online incorporation of both limited liability companies (S.r.l.) and simplified limited liability companies (S.r.l.s.). The online incorporation procedure has already been in use since last year, and the novelty concerns the possibility of using the facsimiles of the online public deed, annexed to the Regulations no. 155/2022, to further speed up the incorporation online procedure. However, it is still possible to incorporate the company online by adopting a different memorandum of association.

Requirements for setting up a company online

To use these standard templates:

  • – it is necessary for the company to have a registered office in Italy;
  • – the company’s capital should be paid in the form of cash contributions (with the exclusion of contributions in kind) and transferred to a dedicated notary’s client account.

Online registration of an Italian branch and other operations

Another aspect concerns the registration and deregistration of an Italian branch of foreign companies subject to the law of an EU State, which can be done online thanks to the introduction of the new Article 2508-bis of the Italian Civil Code. Such registration/deregistration is reported via Business Registers Interconnection System (BRIS) to the companies register of the EU State where the company is registered.

On the other hand, the use of the online platform remains excluded in the event of the adoption of shareholder’s resolutions to amend the articles of association. Moreover, the incorporation of joint stock companies and partnerships still requires the signing of the memorandum of association in the presence at the notary’s office.

The online incorporation procedure

The online incorporation procedure takes place through a dedicated platform that will allow the notary to ensure that the legal requirements are met, thus ensuring the same safety and reliability as for the stipulation of any other public deed.

Before proceeding with the execution of the deed, the notary will check the identity of the shareholders through the use of applications that are able to read the data contained in the electronic identification documents, verify the effective intention of the participants given their presence in the video conference meeting and read the incorporation deed as well as all the annexes.

Finally, the deed will be concluded and signed through the digital signature devices of all participants: therefore, the shareholders should have obtained an electronic signature device. However, this is without prejudice to the notary’s power to interrupt the execution of the deed by video conference and to require the physical presence of the parties or some of them if he/she doubts the identity of the applicant or detects non-compliance with the rules on the applicants’ capacity to act and power to represent a company.

Despite the online and digital procedure, the territorial jurisdiction of the notary must be determined by reference to the residence of the parties:

  • – if the parties are resident abroad, any Italian notary is competent to execute the deed of incorporation;
  • – in the case of citizens residing in Italy, the competent notary is the notary of the place where at least one of the intervening parties has its residence or registered office.

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