Italy Limited Company Incorporation

Limited Company/ Società a Responsabilità Limitata (Srl) in Italy

Once you have submitted the proposed company name of your Srl this will be checked with the Italian business register (Registro Imprese).  Certain words are prohibited, such as names suggesting the patronage of any government or country.

Once the name is agreed the Notary compiles the deeds of incorporation including the articles of association for registration, and the filing of the start up report for activities not subject to verification.  Tax and VAT registration are also instigated.

The general time scale for a full incorporation is two days although, as the Registrar’s office is automated, incorporation can sometimes be done within 24 hours.

Foreign shareholders and their legal representatives typically need to have a  fiscal code in Italy (codice fiscale). The fiscal code in Italy functions in many respects as an ID Number or a Social Security Number.

After the deed of incorporation is 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, and Tax Authorities) of the request for a fiscal code, VAT number and fulfilment 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. The administrative authorities will communicate to the company, and to the Register of Enterprises, all the information (fiscal code, VAT number, etc) within seven days from the date of application.

The entire incorporation process typically takes just two weeks.

To begin incorporation of your Italian Srl we will require the following:

  • Your company name
  • The full name, date of birth, address and nationality of all directors
  • The full name and address of all shareholders .The objects of the company, specifying the principal activity and a business plan if available
  • The expected breakdown of the company share capital among the shareholders
  • The length of time the company should exist
  • The projected yearly sales for the first three years’ trading
  • Information about the predicted number of employees
  • A list of countries with which the company intends to do business

Due diligence

  • Proof of identity (passport, national identity card, photographic driving licence).
  • Proof of residential address (gas/electricity bill or credit/debit card bank statement (dated within the last three months)

Registered Office

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. We provide you with a registered office as part of our standard company formation package.

Share Capital Requirements

  • The minimum share capital for an Srl is €10,000.
  • 25% of the share capital must be paid prior to incorporation and the remainder must be paid in full upon incorporation.
  • For a sole shareholder, Italian law requires the entire share capital will be fully paid-up at the time of the incorporation.
  • The shareholders’ contributions must be in cash, unless the deed of incorporation provides otherwise.

Ready Made Companies

  • The concept of a ready made company is not applicable in Italy.

What you receive after setting up your new business

  1. Original Certificate of Incorporation
  2. Original share certificates
  3. Original government receipt as evidence of payment of annual company registration and license fees
  4. All necessary references: fiscal code, VAT number, etc.

Advantages of Registering a Srl in Italy

  1. Only one director is required for an Srl company. Directors may reside anywhere and there is no requirement to appoint a local resident director.
  2. Only one shareholder is required for an Srl. A sole shareholder Srl will have to have the words ‘Società Uninominale’ in its title and liability will be deemed to be unlimited.
  3. Small companies do not need to be audited. Audited accounts have to be filed annually but small companies (as defined by EU Directives) do not need to be audited.
  4. There is no need to travel to Italy to incorporate your Srl.
  5. It is quick to incorporate an Italian Srl. Once all of the necessary documents have been provided and requirements have been met, it only takes two days to incorporate an Srl. The entire process will take no more than two weeks in total, from agreeing the company name to commencing taxable activities.

 Incorporation

  • Formacompany recommends a visit Italy to complete the formalities.
  • If this is not possible  a power of attorney enabling use of a PEC email address can be put in place.  This is a  secure specific email contact with the Notary in Italy which acts as a verified electronic signature, valid for six months.
  • Once the share capital is agreed this needs to be deposited before incorporation.
  • All shareholders and directors need a fiscal number (codice fiscale). Formacompany will obtain your fiscal number as part of the Standard Incorporation Package.
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