Company Incorporation in Italy
Formalities and costs for setting up a company
Formation process of a limited (srl) in Italy
Company Incorporation of a Limited Company in Italy (srl) and costs
The limited liability company in Italy is a kind of company that allows small social enterprises to benefit from limited liability. The SRL company carries on an activity with the assets conferred by the shareholders and with any accumulated profits.
The srl, like the spa, acquires the legal personality with the registration in the Company Register held at the Chmaber of Commerce.
The srl can be set up with an agreement between the quota holders or by a unilateral deed for single-member companies (srl Unipersonale).
The Law 99/2013 establishes that the capital of the srl may be less than € 10.000 and not less than € 1, with contributions only in cash; in this case the srl must set aside a sum to be deducted from the net profits resulting from the financial statements equal to at least 1/5 of the same, this obligation remains until the reserve and the capital have not reached the amount of € 10.000.
The incorporation of the srl company takes places in two phases, namely:
1) the stipulation of the deed of incorporation (atto costitutivo) - contract or unilateral act - and
2) the company's registration in the Company Register.
The requisites established for incorporation are:
- the share capital must be fully subscribed;
- at least 25% of the cash contributions must be paid at the time of subscription;
- the names of the founder partners may not appear in the company name, but must always contain the indication of «limited liability company» or «s.r.l.»;
- the deed of incorporation must be enrolled in the companies register (which is held at the chamber of commerce) and this step permits the purchase of the legal personality by the limited.
There is the possibility that the payment of 25% of contributions in cash (or of their whole amount, in case of constitution of a single member limited company) is replaced by the stipulation, for at least the same amount, of an insurance policy or a bank guarantee.
Law 99/2013 has provided for the payment of 25% of contributions in money will be done directly to the administrative body of the limited appointed in the deed of incorporation, instead of the bank.
As per Law 33/2015 the "Innovative Startups", providing innovative services with high technological value, can be set up without the notary, by using standard forms for deed of incorporation and statute released by the website of the Company Register (Registro Imprese).
The steps for the incorporation of a limited company (S.R.L. Società a Responsabilità Limitata) are the following:
- drafting of the atto costitutivo (deed of incorporation or articles of association) and statute usually by an accountant or lawyer;
- notary fee for check the law conformity of atto costitutivo and statuto: from 0,86% to 6,9% of the company start up capital;
- registration fee: € 200 + - stamp duty: € 156 are due within 20 days of incorporation and payment is done to the notary public;
- purchase of corporate books and accounting books: € 16 stamp fee for each 100 pages (3 books) + € 25 registration fee per book (3 books);
- registration of the certified e-mail (Posta Elettronica Certificata, PEC) released by a service provider: € 5;
- payment of authentication tax (tassa di concessione governativa) is assessed by the Tax Revenues Authority (Agenzia delle Entrate) to authenticate corporate and accounting books; the first time the payment is paid at the time of incorporation via a postal service (bollettino postale), the following annual payments are transmitted electronically by F24 form, the amount is: € 309,87 (if the capital is under € 516,456.90) or € 516.46 (if the capital exceeds € 516,456.90);
- registration of the company through Comunicazione Unica, it is a single notice with the Company Register (held by the Chamber of Commerce) which includes:
- release of certificate of existence at Chamber of Commerce;
- European VAT number registered in the VIES registry;
- registration at National Insurance (INPS);
- registration National security (INAIL).
Further costs could include:
- temporary director for incorporation (if necessary);
- for the starting of activity of the company is necessary the so called Declaration of Starting submitted to the competent authorities (municipality);
- registered office address (domiciliation) (if necessary);
- opening of bank account by the temporary director.
The accountant yearly fees services for a srl in Italy usually includes:
- company tax income returns;
- deposit of balance sheet;
- minutes of board and shareholders;
- tax and legal advice.