Company Constitution in Bologna
Dimarco & Partners International Law Firm

Our Lawyers and Accountants in Bologna (Italy) are specialized in the registration and constitution of limited liability companies in the city of Bologna. 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 Bologna

 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 Bologna. The main characteristics and advantages of this kind of company comparing to an association are:

• The limited liability company has an autonomous juridical personality. The obligations and the contracts are stipulated in name and on behalf of the company, and not of the single shareholder. The company will be therefore the principal creditor and debtor of the social obligations and will be responsible for the debts only with its own patrimony.
• The personal liability of the shareholders is limited to amount of the capital paid in the company (hence the limited liability for the obligations of the company, pursuant to Article 2462 Civil Code). The Limited liability company (srl) has full autonomy in doing business, with a patrimony and obligations separated from that of the partners. For instance, debts related to the running of the company are company debts, and not debts of the shareholders.
• Wide range of choices to set up the governance and the management of the company.
• The administration of the company is run by the traditional organ called board of directors (Consiglio d’amministrazione) that can take decisions in a conjunctive way (all the directors have to agree upon one decision), or disjunctive (every director can sign documents without the consent of the others).
• The shares of the company are suitable to be transferred during life or also after the shareholders' death.
• There can be separation between administration and property of the company (the director is not  chosen compulsory between the shareholders)
• Usually, shareholders rights (for instance the right of vote and the right o participate to profit division) are proportionally parameterised to the number or percentage of the shares hold. The statute can dispose also different rules.
• If the share capital exceeds 120 thousand euros, a board of auditors should be nominated.

According to the modifications of the Italian Civil Code, in particular the ones made by the laws 134/2012 and 127/2012 (known as “decreto sulle liberalizzazioni”), and law 99/2013, and “decreto legge sulla competitività - law 116/14",  the models of limited liability company now (October 2015) available in Italy are two:

• Ordinary limited liability company in Bologna (Srl), constituted pursuing to art 2463 Civil Code, with  minimum share capital of Euro 10.000,00. The initial contribution of the shareholders must cover minimum the 25% of the share capital to subscribe (pursuing art 2464 fourth comma cc). The remaining 75% must be contributed within a year.  The Shareholders can contribute with money or also with shares of others companies, credits or goods that have an economical value determinable by an expert ( pursuing art 2465 CC). If the company has only one shareholder, the full amount of euro 10.000,00 has to be paid in the beginning.
• Srl constituted in a simplified form in Bologna (Srls), pursuing art 2463 bis Civil Code (as established by the ministerial decree 138/2012). The share capital must be between 1 and 9999 Euros. All the share capital must be conferred in money when the company is registered by the notary. The act of constitution must by drafted by an italian notary as a public act. The shareholders and directors must be only individuals and not companies. The total amount of the share capital must be lower than Euro 10.000,00 and it consists only in money (it is not possible to contribute with credits or goods). Anyway this kind of company is not very common in the italian territory because it has many disadvantages.

How to register a Limited Liability Company in Bologna - S.r.l.

• The shareholders are required to sign the Company’s Statute. The act of constitution is a public act in front of a notary and the articles of association, normally prepared by our laweyers, must comprehend a list of relevant informations( pursuing to art 2463 CC):
  1. Surname, Name or company name (if one of the shareholders is a company).
  2. Date and Place of birth of every shareholder or legal seat of the shareholder in case it is a company.
  3. Domicile in Agrigento for the shareholders, individuals or companies.
  4. Citizenship of every shareholder.
  5. Choice of the denomination of the newco (followed by the indication “società a responsabilità limitata”) and place where the company will set its headquarter.
  6. Social object of the company.
  7. Amount of the share capital paid by every shareholder.
  8. The value of the credits or goods conferred according to the expert relation ( art 2465).
  9. Identities of the administrators and the eventually auditors
  10. Total amount of the constitution expenses charged on the company.
•  The Notary takes care about the registration of the company in the Chamber of Commerce of Bologna (in a public register).
• The registration of a Vat number at the italian Tax Authorities of Agrigento will allow the company to operate in the whole italian territory.  A document called “comunicazione unica” is sent to the Business Register to communicate the constitution of a new company to all the public offices and agencies involved (Agenzia delle Entrate di Agrigento, INAIL and INPS). For some specific activities it is necessary to prepare a document called DIA (dichiarazione di inizio attività).
• For speciefic fields (ex. restaurants) it is also necessary to require a further document from the authorities called nullaosta.

Società per Azioni - Joint Stock Company in Bologna

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:

• The rules and the characteristics of this type of company are described by the Italian Civil code, from the article 2325 to 2451 . Recently with the "Decreto legge sulla competitività" ( DL 91/14), converted in law 116/14, the share capital has been lowered down from Euro 120.000,00 to Euro 50.000,00.
• There are several kind of shares that can be traded, as the preferred stock or the convertible stock. Every kind of share gives the shareholder different rights to participate to the administrative and economic management of the company. To be traded shares must be embodied in share certificates.
• There are three different possible models to administrate a joint stock company:

1. The traditional model:  In this model, the board of directors (consiglio d’amministrazione) or Amministratore Unico ( if there is only one person in charge) has the power to manage the company while the board of auditors (collegio sindacale) has the duty to control the fairy and legality of the acts and of the decisions taken by the managment. Both are elected in the shareholder meetings. This system grants the maximum separation between management and control.
2. The dualistic model: In the shareholder meeting two organs are nominated: an auditor board called “Consiglio di Sorveglianza” and another organ for the managment called "Consiglio di Gestione”.
3. The monistic model: The board of directors (nominated in the shareholder meeting) will manage the company while the “Comitato per il Controllo sulla gestione” will supervise the behaviour of the board of directors.

• There are mainly two kinds of shareholders meetings, ordinary or extraordinary meetings. The ordinary meetings must be hold at least once a year to approve the balance sheet within 120 days from its deposit to the Chamber of Commerce. Ordinary meetings are hold also to nominate and change the directors, to deliberate on the responsibility of directors and auditors and other issues established in the deed of incorporation. The extraordinary meetings are hold to discuss modifications to the deed of the incorporation, to open other branches, to nominate a liquidator in case of insolvency or to discuss about mergers and acquisitions.

How to register a Joint Stock Company in Bologna - 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:

• The deed of incorporation, prepared by our lawyers, must explain what kind of management model the company will adopt (traditional, monistic, dualistic), the duration of the company and the term after which it will be possible for a shareholder to withdraw, the names and the number of administrator, including which of them has the representative power of the company, the name and the number of the auditors, the number and the nominal value of the shares, the tipologies of share provided and the regulation of emission and trading .
  
• With the inscription in the Company’s Register (done by the notary within 20 days from the constitution of the join stock company) the corporation gets its juridical personality becoming fully independent by the shareholder. The company can be constituted also by public procedure of shares adjudication (art 2333 CC).

Individual Companies in Bologna

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:

• SOCIETA’ IN NOME COLLETTIVO in Bologna (Snc) : It’s a company regulated by the articles 2291 and folloqing of the Italian Civil Code. The Snc can undertake commercial activities and must be registered in the Business Register. All the shareholders are jointly responsible for the company’s obligations. The association can be constituted by public act or private agreement certified by a notary.
• SOCIETA’ IN ACCOMANDITA SEMPLICE in Bologna (Sas): In this kind of association there are two different types of shareholders: the first is called "Accomandatario", that is the legal representant of the company and he is jointly and unlimitely liable for the company’s obligations. The name of the Accomandatario must be contained in the denomination of the company. The second type of shareholder is the "Accomandatario"  and he has a liability limited to the value of the amount conferred in the company. He doesn't manage the company, but he has the right to be informed about the decisions.

Faq - Frequently asked questions

Is it compulsory the presence of a notary to register a limited liability company in Bologna?
Yes, it is compulsory.

Is it possible to have a foreigner director of a company?
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. The company does not entitle to require a permit to stay.

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, there can be also one director or one shareholder.

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 needs of the Client. In the srls there is also a standard model.

Do I need an effective office in Bologna 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 or in an accountant office. Or even there are companies who provide virtual domiciles in Italy.
 
Is it possible to incorporate a limited liability company in Bologna 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 cost more than one euro because the client will always have to pay for the registry tax and the Commercial Chamber 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).

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 27,50%. Therefore there is the IRAP tax between 3 and 5% depending on the region of the company. From 2017 the Ires will be reduced to 24%.

What is the rate of the VAT in Italy?
Vat is 22% currently.

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.

Do I need to be personally present at the Notary or to open the bank account?
If a power of attorney is given to our firm you don't need to come to Italy. We can do all the operations on your behalf. We will prepare the text of the power of attorney and a notary in your country will draft it and put on it "the apostilles". We will provide its sworn translation in Italy.

Our lawyers look forward to cooperate with you in the formation of a new company in Italy.