Company Formation in Italy
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Company Formation in Italy
Italy is strategically located at the centre of Europe and has a long tradition of trading profiting of its market economy, and of its skilled workforce. Italians have a particular gift for design and this talent is applied to produce items of everyday life. In addition they have a special ability in mechanics and in solving new problems. As a founding member of the European Union, based on the free movement of goods, workers, services and capital, Italy offers access to a wider market of approximately 500 million consumers.The structure of business, which welcomes foreign investments, has produced encouraging results in the last decade. Furthermore, the present government policy which favours privatization of state-owned enterprises, offers foreign investors the opportunity of setting up a business in Italy through the acquisition of privatized enterprises. The reduction of state intervention compounded by privatization offers foreign investors some attractive opportunities of setting up business in Italy.
So you've decided to start a business in Italy and researched your market. Now it's time to decide how you will register or set up a business in Italy. What is the best, most viable option for your company, your products, and yourself? Which is the path of least resistance?
Foreign investors wanting to expand a business in Italy may do so in one of the following forms:
Forming a company in Italy is a 7-stage process. These are detailed below:
- Open a bank account in the company's name. Deposit at least 25% of the capital in the bank. This takes one day.
- Public deeds of incorporation and company bylaws must be executed before a notary public and registration tax must be paid. This costs approximately 260 Euros, and takes one day.
- Purchase the corporate and accounting books. There is a 15 Euros stamp fee per 100 pages and 30 Euros registration fee per 500 pages. This process takes one day.
- Pay the government grant tax into the post office current account. This costs approximately 520 Euros. The process takes one day.
- Registration at the Chamber of Commerce with the Register of Enterprises. This takes between 5 to 10 days, and costs approximately 530 Euros.
- Register company and employment books with the INPS office (Istituto Nazionale di Previdenza Sociale or Social Security Administration) within 5 days of hiring employees. This takes one day.
- Obtain a fiscal code and VAT number. Register the company's trading activity with the Italian tax office
There are several forms a company can take:
Limited Liability Company
Italian Law prescribes two forms of limited liability companies:
- S.r.l. societa responsabilita limitata - This is a limited liability company
- S.p.A. societa per azioni - This is a joint stock company
Both S.p.A. and S.r.l. are limited liability companies. The Deed of Incorporation of an S.r.l. consists of a Certificate of Incorporation and bylaws and the following details must be provided:
- The company name and address
- The purpose of the company
- The corporate capital
- Name of those who have the power to represent the company and those who have to audit it
- The costs borne by the company for the incorporation
The minimum capital requirement for an S.r.l. is 10,000 Euros. For an S.p.A., it is 120,000 Euros. At least 25% of the subscribed capital needs be deposited with a bank in Italy before the Deed of Incorporation can be finalised. In the case of a sole shareholder, Italian law requires that the entire capital be fully paid-in at the time of the incorporation. The bank will then issue a deposit certificate to be attached to the Deed of Incorporation.
Registration with the Register of Companies is done by a notary, who files the incorporation deed with the Register of Companies. Once the company is registered with the Register of Companies, it assumes legal status. Each director or the sole director must then sign a Chamber of Commerce form.
By choosing to incorporate an offshore company, business owners and investors can set-up a business outside the jurisdiction of its operations. Offshore companies are traditionally, but not exclusively, incorporated for lower fees and taxes. Business owners must abide the regulations of the offshore jurisdiction, and must not trade within the jurisdiction.
The benefits are vast. As aforesaid, reduced tax and fees are often big factors when considering offshore incorporation. A company may also choose and offshore location to:
- Simplify set-up and maintenance - entrepreneurs may find bureaucracy and red tape less of an obstacle in offshore jurisdictions
- Assume anonymity - the names of owners and directors are not for public record, and references to the company may only be made in its registered agent
- Ensure legal protection - for instance, some jurisdictions favour corporate governance, meaning a company is only liable to offshore laws as opposed to those in its areas of operation
- Protect assets - business owners may opt to arrange their assets and transactions in such a way that protects them from liability
Characteristics of an offshore company:
- Memorandum and Articles of Association
- Certificate of Incorporation
- Registered Office/Agent
- Shareholders / Members
- Directors / Managers
- Company secretary
- Statutory Register
Traditional locations for offshore incorporation are tax havens, such as the British Virgin Islands, Panama and Monaco. Other favoured areas include India, the Bahamas, Dubai, the Cayman Islands, Cyprus, Seychelles, Marshall islands, Delaware, Turks & Caicos Islands, Hong Kong, Jersey, Guernsey and the Isle of Man.
Organisations that can assist with Company Formation
After moving back to Italy from the United States in 2013, I realized how much an accounting and tax form was needed to help expats living in Italy to comply with the local tax regulations.
Lanteri & Associati is an independent Italian Tax and Law Firm founded on 1978.