How to register a limited liability company in Milan
Dimarco and Partners International Law Firm
Our Lawyers in Milan are specialized in the registration and constitution of new limited liability companies in Milan. 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 limited liability company or individual company. The italian law permits to register the following kinds of companies:
Società a Responsabilità Limitata - Limited Liability Company in Milan
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 by the Italian Civil code, from the article 2463 to 2483. A limited liability company can be registered by our lawyers in Milan. The main characteristics and advantages of this kind of company comparing to an association are:
How to register a Limited Liability Company in Milan - S.r.l.
Società per Azioni - Joint Stock Company in Milan
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 Milan - 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 Milan
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
1) Do we need a Notary to register a limited liability company in Milan?
Yes, the Notary is compulsory.
2) 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 EU citizen needs the permit to stay to be the director of a company.
3) 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. Please also note that all the reciprocity conditions between Italy and the country where the shareholder comes from must be respected.
4) Is there a minimum number of shareholders or directors required by the italian law?
No, there can be also one director or one shareholder.
5) Do I have to draft the articles of the association or there is a standard model in the srl?
Normally the articles of the association are customized and they are written by the lawyers in order to satisfy the needs of the Client.
6) Do I need an effective office in Italy to form a new company?
To open a company in Italy it is necessary to indicate a legal address 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 or in an accountant office. Or even there are companies who provide virtual domiciles in Italy.
7) Is it possible to incorporate a limited liability company in Milan paying just 1 euro of share capital?
Yes, if you decide to register a Srls. Despite of the name, to create this kind of company costs 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).
8) Which are the main taxes for companies required by the Italian State?
The main tax is the income tax called IRES, that is based on the profit made by the company. It's percentage is 24%. Therefore there is the IRAP tax between 3 and 5% depending on the region of the company.
9) What is the rate of the VAT in Italy?
Vat is 22% currently.
10) I want to do business in Milan but I want to keep my foreign company and not open a new one. How can I do?
Our Lawyers in Milan may help you setting up a permanent establishment of the foreign company in Milan or a fiscal representative in case you need to register in Italy only for vat purposes.
Our lawyers look forward to cooperate with you in the formation of a new company in Milan.