Which type of companis exist in Italy?
There are four different types of companies:
- Partnerships (Società di persone);
- Limited Companies (Società di capitali);
- Co-operative societies (Società cooperative) and
- Mutual insurance companies (Società di mutua assicurazione).
Partnerships are divided into:
- Simple Partnerships (s.s. società semplice);
- General Partnership (S.n.c. società in nome collettivo);
- Limited partnership (S.a.s società in accomandita semplice).
Corporations are divided into:
- Limited Liability Coompany (S.r.l. società a responsabilità limitata, and S.r.l.s. società a responsabibilità limitata semplificata)
- Joint Stock Company (S.p.A. società per azioni);
- Partnership limited by shares (S.a.p.a. società in accomandita per azioni).
What is the minimum capital requirement in the different types of companies?
- Partnerships: do not require a minimum capital
- S.r.l. minimum capital of 10.000 Euro
- S.r.l.s minimum capital of 1 Euro
- S.p.A. and S.a.p.a. minimum capital of 50.000 Euro
Are there any requirements to the management of a company?
– The management of an S.r.l. is entrusted to one or more directors (Board of Directors) chosen by the shareholders.
The shareholders may also appoint a sole auditor or a board of auditors (Collegio Sindacale) when required by the By-laws or when it is mandatory (important modifications have just been introduced by D.Lg 14/2019)
– An S.a.s has two type of partners: a Managing Partner (soci accomandatari) and a Silent Partner (soci accomandanti)
– An S.p.A. can have one of the following management structures:
- Traditional model: consisting of one Director or a board of Directors, and a supervising body called Board of Statutory Auditors (they control the actions of the director/s and the accounts of the company). They are both appointed by the shareholder’s meeting.
- Dualistic model: the shareholders elect a supervisory commitee, that then appoints a management board.
- Monistic model: consists of a board of directors appointed by the shareholders. The boards appoint an internal audit committee.
Which documents are required in order to establish a company?
- Memorandum – Atto Costitutivo
- Article of association – Statuto
How to register a company in Italy?
In order to register a company in Italy, there are the following stepts:
- Deposit at least 25% of the capital in an account opened in the name of the company
- Drafting a notarised deed of incorporation. This must include the name of the company, information regarding the shareholders, purpose of the company, and all the information relative to the directors, By-laws, etc.
- Filing an application to the Italian Business Register belonging to the Chamber of Commerce. With the certificate of incorporation (certificato della camera di commercio) the company will also receive a tax identification number and a VAT number.
Is the ownership public?
Yes. The ownership of the quotas or shares shall be available at the Italian Business Register in the Company Registration Report.
Can a foreign person or company owe shares in an Italian Company?
Yes.
What is the company tax rate in Italy?
Companies are subject to a corporate income tax (IRES) 24% and a regional production tax (IRAP) 2,9%.
The rules for issuing dividend
The decision to distribute dividend must be taken by the shareholder’s meeting at the time of approval of the financial statements or at a later date.
