Setting up a Joint Stock Company (SpA) in Italy

Joint stock corporations in Italy are known as Societa per azioni or SpA. The capital can be divided into several types of shares, such as related shares, redeemable shares, shares with limiting voting rights or shares offered to employees. The company law reform brought some changes in the governance and organisation of a joint stock corporation in Italy.

Capital

The minimum share capital required for the incorporation of a joint stock company in Italy is 120,000 EUR. This amount must be fully subscribed prior to incorporation, but only a quarter must be paid up. The initial capital has to be paid in full only of there is only one shareholder. The capital of a joint stock corporation in Italy is represented by shares which can be embodied in share certificates. Shares are indivisible and they can be given a nominal value. Contributions can also be made in kind, provided that they are valued by a registered auditor.  

Shareholders

There has to be at least one shareholder in order to establish a joint stock corporation in Italy. Ordinary and extraordinary meetings can be organised by shareholders. An ordinary meeting of the shareholders of a joint stock company in Italy has to be held at least once a year to approve the financial statements, no later than 120 days after the accounting reference date.

Management

There are three types of management structure in an Italian joint stock company. The traditional system in Italy consists of a sole director or a board of directors appointed in the shareholders’ meeting. The dualistic system requires the election of a supervisory committee that appoints a management board. Under the monistic system of management in a joint stock company in Italy, the board of directors is in charge with the management of the company.

Control

A board of statutory auditors appointed by the shareholders is responsible with the accounting supervision of a joint stock company in Italy. In the dualistic system, a supervisory committee is elected by the shareholders and, at the same time, an external accounting supervisory body can be appointed. An audit committee is in charge of controlling a joint stock company’s organization, administration and accounting under a monistic system.

Other requirements

The incorporation of a joint stock company in Italy must take place in front of a public notary. The Civil Code in Italy states that some information must be provided for incorporation, such as names and addresses of shareholders, the company’s name, registered office, activity of the company, the company’s capital and number of shares and the model of governance. The name of a joint stock company in Italy must include the words “societa per azioni”.