OPEN A COMPANY IN ITALY

Italy is a pillar of the European Union’s economy due to the large number of foreign investors it attracts every year. Italy has become a relevant business destination for both European investors, as well as for businessmen carrying investment activities outside European Union. It is also necessary to mention that in Italy, foreigners can easily become associated in a local business (as shareholders or directors), as there are no special requirements imposed in this sense.

WHAT ARE THE AVAILABLE TYPES OF COMPANIES IN ITALY?

One of the available company types that can be registered in Italy by foreign businessmen is the joint stock company (Società per Azioni, SPA), which is a type of entity that requires a larger capital, established at EUR 120,000; this business form is generally best suited for large companies.

As a general rule, most of the local and foreign investors prefer to register a limited liability company, the most popular business form chosen for incorporation in Italy and the European Union (EU). Considering most foreign enterprisers are interested in setting up small and medium sized companies in Italy, the business forms they can establish are:

 

  • limited liability company (Società a Responsabilità Limitata, SRL) – this business form requires a capital of EUR 1;
  • partnership limited by shares (Società in Accomandita per Azioni, SAPA) – set up by at least two business partners – one has unlimited liability, while the other has limited liability; at least one of the partners has to act as a general member;
  • general partnership (Società in Nome Collettivo, SNC) – the company can be set up by two partners, who can be natural persons or legal entities and, in this case, the partners assume full liability for the company’s debts;
  • limited partnerships (Società in Accomandita Semplice, SAS) – established by minimum two partners (a general partner and a limited partner);
  • cooperative (Società Cooperativa) – registered under the regulations provided by the Law 381;
  • sole proprietorship (Imprenditore Individuale) – a business form available for the investors who want to start a small business, with the mention that there is no legal distinction between the company and its investor.

Each type of company must be registered according to specific requirements. Among these are the share capital and the accounting requirements, on which our attorneys in Italy can offer in-depth assistance, depending on the business structure chosen for incorporation. Our attorneys can also assist investors in obtaining specific incorporation certificates. If you want to open a company in another country, such as Luxembourg, our lawyers can put you in touch with their local partners.

 

Which are the regulations related to the registration of a limited liability company in Italy?

 

The most common way to start a business in Italy refers to the incorporation of a limited liability company. Normally it is used the traditional limited liability company (società a responsabilità limitata- s.r.l).

 

WHAT ARE THE MAIN REQUIREMENTS TO OPEN A COMPANY IN ITALY?

 

When opening a company in Italy, the investors should know that the incorporation procedure can be completed in a fast manner, as the process can last approximately five working days. One of the highlights of the incorporation procedure in Italy points out that a foreign businessman can obtain a VAT (value added tax) number prior to the incorporation of the company, a regulation which is not applicable to other European jurisdictions, such as the United Kingdom.

 

WHAT ARE THE MAIN COMPANY REGISTRATION PROCEDURES IN ITALY?

 

In order to register a company in Italy, several steps must be followed and they generally refer to the registration with the local authorities, notarizing the company’s documents with a local public notary, as well as registering for taxation matters. When opening a business in Italy, the investors should also take into consideration the following:

 

  • draft the company’s memorandum and articles of association and notarize them at a public notary in Italy;
  • deposit all the required documents with the Register of Enterprises in Italy;
  • buy corporate books and accounting books, as specified by the Article 2478 of the Italian Civil Code;
  • when hiring employees in Italy, it is necessary to register them with the Labor Office and to notify the institution each time when a new employee is hired (the notification has to be sent one day prior to starting the employment contract).

 

WHAT ARE THE MAIN REQUIREMENTS FOR INVESTORS DURING THE REGISTRATION PROCEDURE?

 

As a general rule, the company’s statutory documents can be modified depending on the investor’s business plans (however, this can only be done in accordance with the applicable legislation). In the case of a simplified limited liability company, the businessmen will not be allowed to include further provisions, as they are required to sign the standard model for the company’s articles of association.

 

Also, when notarizing the company’s documents, the investors will also need to sign an incorporation deed. Our team of Italian lawyers can offer legal assistance in this case. At the same time, our lawyers can represent the foreign investors in front of the Italian notary if they receive a power of attorney.

 

Together with the certificate of incorporation, the company will also receive a tax identification number and a VAT number. In Italy, all companies performing commercial activities are required to register for taxation purposes. At the moment, the Italian authorities apply a corporate tax at the rate of 24% (this is a newer rate, as in the past companies were imposed with a tax rate of 27%).

 

Once the company is registered, there are a few more steps to follow before commencing any business operations on the local market, such as the registration with the Social Security Administration and the Accident Insurance Office and our team of Italian lawyers can offer in-depth information on the documents that have to be submitted in this case.

 

HOW CAN A LAW FIRM IN ITALY ASSIST FOREIGN INVESTORS?

 

It is important to know that law firm in Italy can provide legal assistance on a wide range of legal matters that can be of interest for foreign businessmen. Lawyers can offer advice on the permits available for the investors who want to relocate on the Italian market and can provide full assistance on any matter concerning the business environment in Italy, such as:

 

  • assist local and foreign businessmen in drafting all the company’s relevant documents and, at the same time, the lawyers can represent the businessmen in these procedures;
  • register the company for taxation purposes and offer full assistance on the documents that are necessary in this case;
  • offer assistance on the procedure of opening a bank account (which can differ, depending on the bank with which the investor wants to collaborate);
  • assist on the commercial contracts that are established with other Italian companies;
  • obtain business permits which can be necessary for specific business activities;
  • assist on litigation cases, such as recovering a debt from a legal entity or a natural person;
  • advice on the intellectual property legislation and the registration of a trademark;
  • legal counselling on the Employment Law and the types of employment contracts that can be established with a future employee.

As mentioned earlier, investors who want to relocate in Italy for business purposes will need a residence permit, but the regulation is available only for the non-EU businessmen. In order to obtain this type of permit, it is necessary to apply at the Italian Consulate in the country in which the investor is a resident, prior to relocating in this country.

DOES AN INVESTOR NEED BUSINESS PERMITS IN ITALY?

Depending on the business activities developed in Italy, businessmen will need to obtain special permits and licenses, issued by the relevant authorities. Businesses that operate in a traditional office will need to obtain a fire safety license, provided by the local fire department.

 

When building a construction project in Italy, the company’s representatives will also need a building permit. If the company is involved in the catering sector, it is compulsory to obtain a health safety license for the premises, as well as for the company’s employees who are handling food products.

 

CAN INVESTORS RECEIVE LEGAL ASSISTANCE ON COMPANY LIQUIDATION IN ITALY?

Yes,  law firm in Italy can easily assist foreign and local investors with advice and legal representation during the liquidation procedure of a company, which can be employed due to a set of reasons. One of the ways to close a company in Italy is by voluntary liquidation, which refers to a legal procedure requested by the company’s shareholders.

This method is usually selected by the investors when they observe a massive decline in the company’s revenues, with no possibility of restoring the financial capacity of the company; it can also be requested in the situation in which the shareholders no longer want to activate in a given business sector or if they simply consider that they do not need to run a business.

Closing a company in Italy can also be started through compulsory liquidation and, as it name suggests, it represents a binding procedure, that is generally requested by an Italian court. The main reason that determines the need of compulsory liquidation is given by a large amount of debts that can’t be paid by the respective company.

 

TAX ADVICE FOR ITALIAN BUSINESSES

As a general rule, a company is liable to taxation in Italy provided that it was set up in this country or if it carries its business operations here through a permanent establishment.

A business is liable to corporate tax, capital gains tax, dividend tax and withholding taxes applicable to royalties, interest and others. At the same time, it is liable for taxation on the income of the company’s employees, and thus, it needs to register for social security. Investors must also know that mergers and acquisitions are also imposed with a substitutive tax on reorganization, applicable in specific conditions.

For information related to the business start-up costs or other corporate services, you may refer to our Italian law firm.

Published by Carlo Scarpa

lawyer, partner at Tonucci & Partners. Specialized in Commercial Contracts, JV, IP, FIDIC. Conflicts of Law and International Law. Office in Padua - Italy

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