Italy - Company Formations
The incorporation process of your Italian S.r.l takes around 2-3 weeks. The concept of a ready made company is not applicable in Italy as the public deed of incorporation (atto constitutivo) and the company's statutes are drafted and executed before a notary, in person by the shareholders or their authorised representatives.
The authorised share capital requirement for your S.r.l is €10,000. At least 25% of the share capital must be deposited within a bank in Italy before the Deed of Incorporation is executed. For a single shareholder, Italian law requires the entire share capital will be fully paid-up at the time of the incorporation. The Bank will issue a deposit certificate to be attached to the Deed of Incorporation.
Italy S.r.l Company Formation
- Reserving your Company Name
- Liaise with the local registrar and relevant authorities
- Structuring the company as per your requirements
- Prepare your Company Registration Forms
- Drafting the Articles of Association / Statutes
- File the documents with the Registro delle Imprese at the local Chamber of Commerce
- Appoint the Directors
- Minutes appointing first Directors
- Preparation of the first minutes of Board Meeting
- Notary Public fees
- Inter-community code for VAT purposes
- Register your company with the Chamber of Commerce
- Publication in Legal Gazette
- Obtaining Fiscal code
- Initial Government licence fee payable on incorporation
- Certificate of Incorporation
- Issue of shares and production of Share Certificates
- All documents and certificates supplied in a professional folder
- Legalisation of the mandatory corporate books
- Registration tax
- Obtaining director's tax code
- Delivery of documents by FedEx / DHL courier
Incorporating your S.r.l
We recommend that you personally visit Italy to complete the formalities of your company formation. We will organize all meetings for you and you will only need 24 hours in Italy if coming from abroad to meet with notary, accountants and banks so you save time.
However, it is possible to be represented - a power of attorney certified with an apostille must be used for this purpose, then we can represent you as founder and/or shareholder before the notary.
Italian Company Directors
- Only one director is required for a S.r.l company
- All directors need a fiscal number (codice fiscale)
- We will obtain your fiscal number as part of the standard incorporation fee
- All directors must hold a EU passport
Italian Company Shareholders
- Only one shareholder is required
- A sole shareholder S.r.l will have to have the words 'Società Uninominale' in its title and liability will be deemed to be unlimited
- It is strongly advised that your company has two or more shareholders
- Only 25% share capital needs to be deposited before incorporation with two or more shareholders
- Shareholders need to obtain a fiscal number; whether they are an individual or a corporation
- We will obtain your fiscal number as part of the standard incorporation price
- A shareholder can be an individual or a corporation
According to Italian law every company has to provide an official registered office where company books and official documents are kept. This is the address where your company will be registered.
S.r.l. companies require share capital of €10,000 but it is possible to incorporate with no minimum share capital. If a company chooses to incorporate with capital less than €10,000 then 20% of profits must be retained each year (called the legal reserve) until the €10,000 capital is raised. Furthermore, share capital contributions must be in cash and may not be in the form of assets if the capital is less than €10,000.
Requirements for Incorporation of a Limited Liability Company
The following are required for the purpose of incorporation of a Limited Liability Company:
- It may be owned by more shareholders or by a sole shareholder
- The minimum capital required for a S.r.l is of €10,000
- The shareholders' contributions must be in cash, unless the deed of incorporation provides otherwise
- The deed of incorporation must be made before a notary
Procedure for the Incorporation of Limited Liability Company
The Deed of Incorporation of an S.r.l consists of a Certificate of Incorporation and statutes.
- All data identifying each shareholder and the part of capital subscribed by each of them
- The company name and the address of the registered office
- A complete description of the objects of the company
- The share capital
- Names of those who have the power to represent the company
The share capital requirement for an S.r.l is €10,000. Italian law requires that at least 25% of the subscribed capital to be deposited with a bank in Italy before the Deed of Incorporation is executed.
The bank will issue a certificate as to the deposit to be attached to the Deed of Incorporation.
To effect the registration of the S.r.l. with the Register of Companies the director signs a Chamber of Commerce form, which we deposit
In general, both the foreign shareholders and their legal representatives shall elect tax domicile in Italy and shall apply for a fiscal code in Italy (codice fiscale). The fiscal code in Italy functions in many respects as an ID Number of a Social Security Number.
Newly Incorporated Company
After the deed of incorporation executed before the Notary:
- the newly incorporated company must file the application for registration with the Register of Enterprises within 30 days from the date of the incorporation
- the Register of Enterprises will inform all the other authorities (INPS, INAIL, Tax Authorities) as request of fiscal code and VAT number as well as fulfillment of all the other tax and social security obligations
- the newly incorporated company is entitled to start its activity upon receipt of the confirmation of the registration
- all the administrative authorities will communicate to the company and to the Register of Enterprises all the information requested such as fiscal code and VAT number within 7 days from the application.
Società a responsabilità limitata semplificata (S.r.l.s)
Italy has recently introduced a new form of business structure, called an S.r.l.s. This structure is a simplified version of the standard S.r.l and is designed for small company incorporations, offering a cheaper incorporation option due to no notary fees. There are certain restrictions placed upon S.r.l.s companies.