Business in Italy

BUSINESS IN ITALY - MIOTTI LAW & TAX FIRM

Company formation in Italy

Miotti Law & Tax Firm offers legal and tax assistance throughout the company incorporation procedure. Set-up of new companies, partnership, corporation, start-up. The time frame for the incorporation of an Italian company is actually very short.

There is an important difference between partnerships (società di persone) and corporations (società di capitali): partnerships do not have legal personality; corporations have legal personality: this means that only the company is liable for its obligations, not the shareholders.

So, these are the main types of Italian companies with legal personality (società di capitali):

Limited liability company (S.R.L.), which can be traditional of simplified limited liability companies;
Joint Stock Companies (S.P.A.), which can be private or listed/publicly traded corporations;
The publicly traded partnership (società in accomandita per azioni or S.a.p.a).

The firm is able to provide assistance in setting up companies in Rome, Milan and anywhere in Italy.

The
limited liability company
(S.R.L.)

The limited liability company (S.R.L.) is generally for investors who wants to start a small or a medium business in Italy. It has legal personality and there are no restrictions for foreign investors. These are some main rules:

No minimum share capital is required: at least one euro is needed. In this case, the payment must be made in cash to the persons entrusted with the administration. Anyway, 1/5 of the net profits of each financial year must be allocated to the legal reserve, until the company’s net assets have reached € 10.000 of share capital.
The company is managed by a director or a board of directors;
Accounts to be filed annually;
Auditing is required only in some cases.

The joint stock company (S.P.A.)

The joint stock company (S.P.A.) is the main trading company model most suitable for large investments. It has legal personality and there are no restrictions of foreign investors. These are some main rules:

The minimum share capital for this legal entity is € 50.000 and at least a quarter of this amount must be paid upon incorporation (equivalent to €12,500), but for certain companies, the law requires a higher minimum capital, depending on the characteristics of the business activity (for example, banks or financial companies);
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;
Minimum 1 director;
Accounts to be filed annually.

Branch or representative office

Investors can also decide to set up a branch, that is an extension in Italy of the foreign company. Branch has lower set up costs than a company, but it is a legal entity entirely depending on the parent company. The foreign company will be responsible for the actions of the branch and will also have to provide the needed assets. Is required minimum one director.

Different from the branch is the representative office, which does not have legal entity.