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Setting up a limited liability company in Italy

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, to open a company in Italy as foreigner can be quite simple, in particular with the help of specialized local advice.

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 their 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 minimum 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.)

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

The main differences between a tradition S.r.l. and a Simplified S.r.l. are the following:

• the shareholders of a Simplified S.r.l. can be only physical persons and not other companies;
• a Simplified S.r.l. must adopt to the standard by-laws provided by Italian laws and regulations and no amendments are allowed.

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 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.

How to open a company in Italy: all steps required

For the opening of a company in Italy (s.r.l or s.r.l.s), these are the main points  regarded as legal requirements to keep in mind:

• you will need to appoint at least one director and one shareholder of any nationality;
• there are no minimum legal capital requirements for the incorporation of the company (i.e. the share capital can be any amount starting from 1 Euro);
• the shareholders of the proposed company shall come to Milano to execute the incorporation documents with an Italian public notary; alternatively if they cannot travel to Milan, we will need an apostilled or legalized power of attorney (the wording of which of course we can draft).

Registration of directors and shareholders with italian tax authorities

Regarding company registration in Italy, there is no citizenship or residency requirement incorporating an Italian company. Under Italian law any foreigner can incorporate a company in Italy, so 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 either Italian, or 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, they want 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.

Essentially, 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 one to incorporate a company through a virtual meeting with the public notary. A virtual meeting would take place on a dedicated digital platform, and 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 become officially incorporated and thus, can open a bank account.

How much does opening a company cost?

We offer different services related to the setting up of a company in Italy. Our fees include:

• registration of the director(s) and shareholder(s) of the proposed company with the Italian Tax Authorities (i.e. opening a codicefiscale);
• drafting all required documents (Memorandum and Articles of Association, Power of Attorney etc.) and collecting all necessary documents and information from you;
• assistance in relation to the incorporation of the Company including the execution of requested notarial deeds and filing of documents with the Registrar of Companies;
• VAT application;
• assistance with bank account setup;
• other official expenses such as notary fees, stamp duties and other registration taxes.

Fees

• Simplified S.r.l.: Euros 3,000.00
• Traditional S.r.l.: Euros 4,000.00

Please note that the company will need to have registered office in Italy. If you do not have an address in Italy, we can provide you with registered office service for an additional fee of  1,200.00 Euros per year.

We suggest registering your trademark as well. The benefits of registering a trademark are quite substantial: it protects your brand and gives you the exclusive right to use it. Moreover, it allows you to economically exploit the brand through granting its use to third parties. Check out our trademark registration service.

How long does it take to open a company?

The time frame for the incorporation of a company (including obtaining VAT and opening a bank account)is around 5-7 days from the day in which we start the incorporation procedure.

Contact us for more information.