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Company Formation Italy

Updated on Tuesday 22nd May 2018

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Regulations for company incorporation in Italy:

− shareholders of an Italian company can be natural persons or legal entities;

− the directors of Italian companies must be EU citizens or residents;

− the company must have a local registered office and BridgeWest offers this type of service.

The first step when deciding to open a company in Italy is choosing the name. Each shareholder and director must obtain a fiscal code (codice fiscale) which is an identification number. The shareholders must present identification papers copies, passport copies are usually required and recent utility bills that prove the residential address of the owners. For legal entities, a certificate of good standing or the incorporation certificate will be required. 

The certificate must be notarized, bear an apostil and must also be translated into Italian. Other information to be provided upon incorporation are:

-    the description of the company’s activity, 
-    the authorized share capital and its division among shareholders, 
-    a financial plan for the first two years of the company, 
-    whether the company will hire personnel and 
-    what countries it will be doing business with. 

It must be noted the same documents are required for opening a bank account, but other specific documents may be required also.

Once the fiscal code has been obtained, all documents must be signed by the shareholders and directors, notarized by an Italian public notary and submitted with the competent authorities. If desired, the owners of the company may appeal to a representative who will act on their behalf, through a power of attorney.

Once all notarized documents have been submitted to the Italian Trade Register and approved, the company must also obtain a tax ID. Additionally, if the company will hire personnel, the Labor Office must be notified. The notification can be sent via e-mail.

Bridgewest provides the following services for company incorporation in Italy:

- drawing up the articles of association that can be signed through power of attorney (Italian laws require powers of attorney for any public notary proceedings);

- drawing up documents for company incorporation in Italy: specimen signatures, identification papers copies, fiscal number, application forms required for company registration;

- arranging public notary proceedings (all procedures for company incorporation are done in front of an Italian public notary);

- providing a registered office in Italy on demand; the registered office serves as headquarters for the company in Italy and it will be made public;

- setting up a bank account for the company in Italy; BridgeWest will help in setting up the share capital bank account, as well as a current bank account once the company is incorporated.

- recommending an Italian accountant, as accounting services are needed for new businesses in Italy.

The limited liability company in Italy (Societa a Responsabilita Limitata - SRL)

The Italian limited liability company is chosen by foreign investors wanting to start small businesses. The minimum share capital required when opening a limited company in Italy is 10,000 EUR and at least a quarter (2,500 EUR) must be deposited upon incorporation. However, if the company has one shareholder, the start-up capital must be deposited in full. The capital can be in cash or kind, but the capital in kind must be evaluated by a registered auditor. The Italian limited liability company must have at least one shareholder. 

The share capital of each shareholder is measured in quotas according to their contributions. The company must have one director, two or more directors with independent powers or a board of directors, as mentioned in the articles of association. Italian limited companies must also have a board of statutory auditors and their own accounting systems that will maintain all the transactions, balance sheets, and financial statements.

The joint stock company in Italy (Societa per Azioni - SpA)

The Italian joint stock corporation is usually employed by large enterprises. The minimum share capital for an Italian joint stock corporation is 120,000 EUR and a quarter of it must be deposited before the company is incorporated. In case of a single shareholder, the start-up capital must be paid in full before incorporation. The shares of a joint stock company can be related with limiting voting rights or shares offered to employees. The shares can also be represented by share certificates. The capital contribution can be made in cash or in kind. Contributions made in kind must be evaluated by a registered auditor. 

In order to incorporate an Italian joint stock corporation, at least one shareholder is necessary. Shareholders are required to have an ordinary meeting once a year in order to approve the financial statements. The joint stock corporation must have its own accounting system that will be supervised by a board of statutory auditors. The company is also allowed to appeal to an external auditor. The management of the joint stock corporation can be:

− traditional, formed by a single director;

− a board of directors appointed by the shareholders’ meeting;

− a management board appointed by a supervisory committee. The supervisory committee is elected by the shareholders.

The Italian branch, subsidiary and representative office

Foreign companies are allowed to set up separate enterprises from the parent company, where the foreign company will be a shareholder in an Italian company. Foreign companies can also open extensions of the parent company in Italy.

Taxation in Italy

The standard VAT rate in Italy is 22%. Reduced rates of 10% and 4% are applied to certain products.

The corporate tax in Italy is set at 27.5%. 

For foreign companies, the dividend tax is set at 20%, but reduced rates apply if any taxation treaties are enforced.

BridgeWest is also able to offer ready-made Italian companies and VAT registration. 

Please contact us for more information and prices.


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