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How do I set up a company in Italy?

Posted

November 14, 2021

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11:25 AM

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Interested in establishing a company in Italy? In order to do so, it is necessary to carefully evaluate various elements in order to adopt the type of company that best suits the activity that will be carried out.

How to set up a company in Italy

The choice of the best company type is in fact essential in order not to incur excessive costs for setting it up and later for managing it. At the same time, it has to provide the entrepreneur with serenity, being aware of fully respecting the Italian legislation.

In Italy companies are divided into two main categories:

  • Partnership (“società di persone”), in which the subjective element, represented by the shareholders, prevails over the capital. These types of companies never acquire legal personality and therefore the shareholders risk all their assets. In Italy, all members of this type of company are equally responsible. The only exception in the Italian law in which the partner of a società di persone is not liable with his or her personal assets is the partner so called “accomandante” in the SAS (Società in Accomandita Semplice) type of company.
  • Corporation (“società di capitali”), in which the element of capital has a conceptual and regulatory prevalence over the subjective element represented by the shareholders. This type of company implies the division of the capital into shares and it acquires legal personality, meaning it responds with its own assets and not with the personal ones of the shareholders. In this case we speak of “perfect financial autonomy”.

What are the different types of companies in Italy?

A partnership – “società di persone” could be of different 3 types:

  • SS – Società Semplice (art. 2249 C.C.)
  • SNC – Società in Nome Collettivo (art. 2291-2312 C.C)
  • SAS – Società in Accomandita Semplice (art. 2313-2324 C.C)

A corporation – “società di capitali” can also be of 3 types:

  • SRL – Società a Responsabilità Limitata (art. 2463, 2º comma, 4 c.c.)
  • SPA – Società Per Azioni (art. 2325 e ss C.C)
  • SAPA – Società in Accomandita Per Azioni (art. 2452 a 2461 C.C)

Among the corporations, the most used types are the SRL and the SPA. Their constitution takes place by public act deposited by a notary.

Within the SRL company type, two new forms of a company have also been introduced, the so-called simplified one (SRLS) and the one with reduced capital (SRLCR).

Italian law also provides other forms of association exclusively intended for non-profit activities such as associations and foundations.

There are also special regulations for particular sectors (for example banking or transport), which require special licenses and authorizations.

The so-called “Decreto Crescita 2.0” of 2012 introduced a favorable discipline in the corporate, tax and employment fields for “innovative start-ups”. In order to benefit from this discipline, the start-up must comply with some requirements, the main one being that the corporate object, exclusive or prevalent, is developing, producing and selling innovative products or services of high technological value.

To understand which type is most suitable for opening a company in Italy, it is therefore necessary to first know what type of activity you intend to carry out (both in the country of origin and in Italy). Furthermore, it is important to decide if you want to set up a new company or if you want to set up a subsidiary or branch of the company based in a foreign country. It is also important to know who are the members of the new company, who will take care of its management and the possibility of appointing trusted persons who can be chosen as managers in Italy.

Learn more about the necessary steps to establish a company in Italy:

Cavalcanti de Albuquerque Law Firm facilitates bureaucratic practices and dispute resolution across boarders. This group of professionals operate in a number of countries including Italy and Brazil.

Connect with Nicole to set up a consultation and discuss immigrating to Italy.

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