Company Constitution in Italy | How to set up a limited liability company in Italy
Dimarco & Partners International Law Firm
Our Lawyers and Accountants in italy are specialized in the registration and constitution of limited liability companies in Italy. To set up a business in Italy is a complicate procedure comparing to many other EU countries. The first step is to choose the tipology of company, if a limited liability company or an individual company. The italian law permits to register the following kind of companies:
Società a Responsabilità Limitata - Limited Liability Company in Italy
The most common type of limited liability company in Italy is called s.r.l., an acronym that stands for limited liability company (società a responsabilità limitata). The rules and the characteristics of this type of company are described in the Italian Civil code, from the article 2463 to 2483. A limited liability company may be registered by our lawyers in Italy. The main characteristics and advantages of this kind of company are:
How to register a Limited Liability Company in Italy - S.r.l.
Società per Azioni - Joint Stock Company in Italy
The joint stock company is a particular kind of limited liability organization (pursuing art 2325 cc) which has a minimum share capital of Euro 50.000,00. Like the s.r.l. is a limited liability company with an autonomous juridical personality. The obligations and the contracts are stipulated in name and on behalf of the company, and not of the single shareholders. The main characteristics are:
How to register a Joint Stock Company in Italy - S.p.A.
The procedure of incorporation of a joint stock company is described in the article 2328 of the Italian Civil Code. The requirements to constitute a joint stock company are the same required for a limited liability company but there are some specific rules:
Individual Companies in Italy
The main characteristic of these kind of company is that in most of the situations the shareholders are fully responsible for the obligations of the company. This model is very popular in small-family business or in crafts activities. Hereby a description of these kind of companies:
Faq - Frequently asked questions
Is it compulsory to register the limited liability company in front of the Notary?
Yes it is compulsory.
Is it possible to have a foreigner director?
Yes it is possible, the director can be italian or foreigner. The citizens of UE do not have any limit to start a business in Italy; on the other side an extra-comunitary citizen needs the permit to stay to be the director of a company.
Is it possible for a foreign citizen or company be a shareholder of an italian company?
Yes it is possible, with the same limits of the directors.
Is there a minimum number of shareholders or directors required by the italian law?
No, also one director is sufficient.
Do I have to draft the articles of the association or there is a standard model?
Normally the articles of the association are customized and they are written by the lawyers in order to satisfy the Client's needs. Only in the simplified srl, called srls there is a standard model.
Do I need an effective office in Italy to form a new company?
To open a company in Italy it is necessary to indicate the domicile of the company set in the italian territory. It is not necessary to rent or purchase an office, it is possible also to domiciliate the company in a law firm. We provide this kind of service (legal address plus mail forwarding with competitive fees.
Is it possible to register a limited liability company paying just 1 euro of share capital?
es, if you decide to register a Srls. Despite of the name, to create this kind of company cost more than one euro because the client will always have to pay for the registry tax and the Commercial Chambre rights . The disadvantage of this kind of company is that it would be more difficult to obtain mortages/money from banks or to be considered reliable from third parties (clients or suppliers). In the normal srl there is an higher share capital - 10.000,00 euros - but the money can be used after the registration.
Which are the main taxes for companies in italy?
The main tax is the income tax called IRES, that is based on the profit made by the company. It's percentage is 24,00%. Therefore there is the IRAP tax between 3 and 5% depending on the region of the company.
Which is the vat rate in italy?
It is currently 22%
I want to do business in Italy but I want to keep my foreign company and not open a new one. How can I do?
Our lawyers in Italy can help you with a different operation: we can set up a permanent establishment of the foreign company in Italy.
Does the registration of a limited liability company entitle a non UE Citizen to obtain a visa?
On general basis no.