Hamburger
  • Form of entity

    Società a responsabilità limitata (S.r.l.)

    Separate and distinct legal entity. A S.r.l. can be managed by:

    • A sole director
    • A board of directors, composed by two or more members
    • Two or more directors acting jointly or severally

    Directors can also be quotaholders. Directors are elected by the quotaholders with a proper decision.

  • Entity set up

    Società a responsabilità limitata (S.r.l.)

    Typical documents include:

    • A list of Italian company's quotaholders and all the information regarding the foreign company wishing to incorporate it
    • Power of attorney, notarized and apostilled, if necessary, issued in favour of the persons who are requested to carry out the incorporation meeting in Italy
    • Certificate of existence and good standing of the quotaholders
    • Specific information about the company management
    • Italian Fiscal Code of the Italian company's directors the auditing body (if any) and of the quotaholders (at this respect, please note that any non-Italian citizen director must request the issuance of an Italian tax code)
    • By-laws and deed of incorporation of the company, which must have the specific requirements provided by the Italian Civil Code

    At least 25% of the contributions in cash of the corporate capital must be deposited in a temporary deposit, in proportion of the interest underwritten by each quotaholder and all of the capital must be duly underwritten, otherwise the incorporation meeting cannot take place. The remaining contributions of the corporate capital must be paid in when requested by the Board of Directors or the sole director. In case of sole quotaholder, all of the corporate capital must be paid in at time of incorporation.

    Società per azioni (S.p.A.)

    Typical documents include:

    • A list of Italian company's shareholders and all the information regarding the foreign company wishing to incorporate it
    • The company shareholder's ledger and shares' certificates
    • Italian Fiscal Code of the Italian company's director and of the shareholders (at this respect, please note that any non-Italian citizen director must request the issuance of an Italian tax code)
    • By-laws and deed of incorporation of the company, which must have specific requirements provided by the Italian Civil Code

    The entity set-up is subject to the following:

    • The share capital must be entirely underwritten
    • The provisions contained in Articles 2342, 2343 and 2343-ter of Italian Civil Code must be respected
    • The authorizations and the other conditions provided by special laws for the incorporation of the company, in relation to its particular purposed, shall apply

    Branch office

    • Not a separate legal entity from its parent company. However, it still has the power to permanently represent the parent company in Italy
    • It is autonomous with respect to the way in which it organizes its activities in Italy
    • It has decision-making ability to carry on the business of its parent company in Italy
    • One or more persons are granted with the ability to represent the branch office in Italy
    • It is taxed on its earnings at a corporate level. Once the gross profits have been taxed in Italy at the branch level, they can be transferred to the parent company (foreign headquarter) without further Italian taxation
    • Technically they are not dividends since the net profit of an Italian branch already belongs to the parent company) and
    • Typical charter documents include:

      • Registration with the appropriate Companies' Register
      • Issuance of an Italian fiscal code and VAT code
      • Statement of new activity in Italy
      • Power of attorney/proxy to be provided to the persons entitled to represent the branch office

    Representative office

    • Not a separate legal entity from its parent company
    • It does not has the power to represent the parent company in Italy
    • It can only carry out promotional and advertising activities in Italy, receive and provide information on behalf of the parent company, carry out scientific research activity, create relationship with possible clients and monitor the Italian market
    • Cannot bind the parent company to any third party
    • It is not subject to taxation in Italy (by definition a representative office does not carry out a business activity) and
    • Typical charter documents include:
      • Registration with the Economic and Administrative Register (R.E.A.)
      • Issuance of an Italian fiscal code
  • Minimum capital requirement

    Società a responsabilità limitata (S.r.l.)

    Minimum capital requirement of €10,000. As reported in Form of entity, a recent change in law introduced the possibility to incorporate a S.r.l. with a corporate capital of less than €10,000 provided that:

    • The corporate capital is at least equal to €1
    • The entire amount must be paid in cash, and
    • A special reserve is formed to fill the gap in the capital with the future profits of the company

    Società per azioni (S.p.A.)

    Minimum capital requirement of €50,000.

  • Legal liability

    Società a responsabilità limitata (S.r.l.)

    The quotaholders have no personal liability.

    Quotaholders of a corporation are generally not liable for the debts of the corporation. According to Italian law, their liability is limited to their contributions. The quotaholders are jointly liable with the directors in case they have intentionally decided or authorized the performance of harmful activities on the company, the quotaholders or third parties.

    Società per azioni (S.p.A.)

    No personal liability of the shareholders.

    The different allocation of the corporate rights to shareholders is not allowed.

  • Tax presence

    Società a responsabilità limitata (S.r.l.)

    Its earnings are taxed at a corporate level and quotaholders are taxed on any distributed dividends.

  • Incorporation process

    Società a responsabilità limitata (S.r.l.)

    The S.r.l. may be incorporated either by contract or unilateral act and the articles of association shall be drafted by way of a public deed.

    Therefore, the incorporation meeting takes place before an Italian Notary Public and provides for, inter alia, the filing and registration of the articles of association (and the annexed bylaws) with the competent Chamber of Commerce/Companies' Register.

  • Business recognition

    Società a responsabilità limitata (S.r.l.)

    Well regarded and widely used. The most common corporate entity in Italy for small to medium sized businesses, especially due to the flexibility in management.

  • Shareholder meeting requirements

    Società a responsabilità limitata (S.r.l.)

    The articles of association of a S.r.l. may provide that the decisions of the quotaholders are taken by way of written consultation or written consent. In the absence of this kind of provision in the articles of association and:

    • With reference to some items expressly provided by Italian law:
      • The amendments of the articles of association
      • The decision to carry out the transactions entailing a substantial amendment of the corporate purpose or a substantial amendment of the rights of the shareholders)
    • In case of a decrease in the corporate capital for losses, or
    • When requested by one or more directors or a number of quotaholders representing at least one third of the corporate capital, the decisions are taken by way of a quotaholder's meeting

    Quotaholders are required to, at a minimum, approve the company’s financial statements each year.

    Società per azioni (S.p.A.)

    A shareholder's meeting must be called at least once a year, in order to resolve upon the approval of the Financial Statements of the company.

  • Board of director meeting requirements

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

    The articles of association of a S.r.l. may provide that the decisions of the board of directors are taken by way of written consultation or written consent.

    Directors are required to, at a minimum, approve the company’s draft financial statements each year.

    Auditing body

    The S.r.l. is obliged to appoint an auditing body which can consist either:

    • In a board of three effective members and two alternate members or
    • In a sole auditor or
    • In an external auditor

    The following requirements/thresholds need to be met:

    • The company is required to prepare the consolidated financial statements
    • The company is controlled by a company which is subject to the legal auditing by an external auditor
    • For two consecutive financial years the company has been exceeding two of the following thresholds:
      • The assets resulting from the balance sheet are equal to €4.4 million
      • The profits are equal to € 8.8 million
      • The personnel employed by company consists of 50 employees or more
    • The company is controlled by a company listed in the stock exchange
    • The company issues securities

    The obligation ceases if, for two subsequent financial years, two of the aforementioned limits have not been exceeded.

    The auditors must receive a remuneration for their office.

    For the S.p.A.:

    • The auditing body is mandatory in the joint stock companies
    • It is composed by three effective auditors and two alternate auditors, appointed by the shareholder’s meeting (with the exception of the first statutory auditors, appointed by the deed of incorporation)
    • They must receive a remuneration for their office
  • Annual company tax returns

    Società a responsabilità limitata (S.r.l.) 

    Must annually file tax returns with the Italian tax authority; the most common are (not exhaustive list):

    • Corporate income tax return
    • Regional income tax return
    • VAT return
    • Withholding agent tax return

    Moreover, other periodical (ie monthly or quarterly) tax declarations could be due, depending on the actual activity carried out; such as: Intrastat form, communication of any transactions with counterparties originating from the list of black listed countries, etc.

  • Business registration filing requirements

    Società a responsabilità limitata (S.r.l.) 

    The filings are made when required by law.

    The financial statements must be filed each year after their approval by the shareholders' meeting, within 30 days from the approval itself.

  • Business expansion

    Società a responsabilità limitata (S.r.l.) 

    If a S.r.l. expands beyond a certain point (please refer to the Auditing body topic under Board of director meeting requirements) the company must appoint a board of statutory auditors or a sole auditor or an external auditor.

  • Exit strategy

    Società a responsabilità limitata (S.r.l.)

    The limited liability company dissolves:

    1. For the expiration of the company's term
    2. For the achievement of the corporate purpose or for the occurred impossibility to achieve it, unless the quotaholder's meeting, called with no delay, does not resolve upon the relevant by-laws amendments
    3. For the impossibility to operate or for the continuous inactivity of the quotaholder's meeting
    4. For the decrease in the corporate capital below the legal minimum required, unless what is provided by Articles 2447 and 2482-ter of Italian Civil Code
    5. In cases foreseen by Articles 2437- quater and 2473
    6. In case the quotaholder's meeting resolves so
    7. For the other causes provided in the by-laws or the deed of incorporation

    The effects of dissolution are determined at the date of registration, at the Companies' Register, of the declaration by which the directors of the company ascertain the causes of dissolution (with reference to the case described under number 6 above, at the date in which the relevant minutes will be filed with the companies' register).

    Società per azioni (S.p.A.)

    The joint stock company dissolves:

    1. For the expiration of the company's term
    2. For the achievement of the corporate purpose or for the occurred impossibility to achieve it, unless the shareholder's meeting, called with no delay, does not resolve upon the relevant by-laws amendments
    3. For the impossibility to operate or for the continuous inactivity of the shareholder's meeting
    4. For the decrease in the share capital below the legal minimum required, unless what is provided by Articles 2447 and 2482-ter of Italian Civil Code
    5. In cases foreseen by Articles 2437- quater and 2473
    6. In case the shareholder's meeting resolves so
    7. For the other causes provided in the by-laws or the deed of incorporation

    The effects of dissolution are determined at the date of registration, at the Companies' Register, of the declaration by which the directors of the company ascertain the causes of dissolution (with reference to the case described under number 6 above, at the date in which the relevant minutes will be filed with the companies' register).

  • Annual corporate maintenance requirements

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

    Approval of financial statements (both at quotaholders' and directors' level)

  • Director / officer requirements

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

    Directors are required.

    Officers: Not applicable for this jurisdiction.

  • Local corporate secretary requirement

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

    Not applicable for this jurisdiction.

  • Local legal or admin representative requirement

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

    The Italian entity shall have to appoint a legal representative who may be also a foreign individual.

  • Local office lease requirement

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

    Not mandatory. The Italian entity may be domiciled at the bookkeeper office.

  • Other physical presence requirements

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

    Not applicable for this jurisdiction.

  • Sufficiency of virtual office

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

    Not applicable for this jurisdiction.

  • Provision of local registered address by law firm or third-party service provider

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

    Allowed.

  • Provision of local director or corporate secretary by law firm or third-party service provider

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

    Not allowed.

  • Nationality or residency requirements for shareholders, directors and officers

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

    Not applicable for this jurisdiction.

  • Restrictions regarding appointment of nominee shareholders or directors

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

    None. 

  • Summary of director's, officer's and shareholder's authority and limitations thereof

    Società a responsabilità limitata (S.r.l.)

    Directors are elected by the quotaholders and are the highest authority in the management of the company. A S.r.l. can be managed by:

    • A sole director
    • A board of directors, composed by two or more members
    • Two or more directors acting jointly or severally

    Directors can also be quotaholders.

    The directors are jointly liable towards the company for damages arising from the failed observance of their duties, imposed by law and by the deed of incorporation for the management of the company. However, directors proving  to be not in fault and having opposed to that specific transaction to be carried out, are deemed as not liable.

    The remuneration for their office is not mandatory.

    Società per azioni (S.p.A.)

    The joint stock company is managed by ad administrative body, appointed by the shareholder's meeting (except for the first directors, who are appointed in the Deed of Incorporation)

    It is possible to choose among:

    • A sole director
    • A Board of Directors
    • Two or more directors with several powers

    The directors must fulfil their duties, in accordance with the provisions set forth by the law and the articles of associations, and with the diligence required by the type of appointment and their specific competences. They are jointly liable towards the company with respect to the damages arising from the non-fulfilment of such duties, provided that they are not specific powers of the executive committee or they are concrete functions exercised by one or more directors. They are jointly liable if, being aware of negative facts, they did not what they could to prevent the carrying out of such facts or to eliminate or mitigate the harmful consequences thereof. The directors of a joint stock company are also liable towards company's creditors for the failed compliance with the obligations concerning the assets' integrity.

    The remuneration for their office is not mandatory.

  • Public disclosure of identity of directors, officers and shareholders

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

    Quotaholders, directors, members of oversight body (eg members of the board of statutory auditors, if any), and proxy-holders (if any) are publicly identified.

    Their data (date and place of birth, domicile address and Italian Fiscal Code if they are persons, the registered office if they are companies) are filed with the Companies' Register. 

  • Minimum and maximum number of directors and shareholders

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

    The minimum and maximum number of directors are specified in the by-laws, and the number is decided in the deed of their appointment. For directors, generally the minimum number is one (in this case, the management body of the company consists of a sole director).

  • Minimum number of shareholders required

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

    The number of shareholders is potentially unlimited.

    One quotaholder is sufficient.

  • Removal of directors or officers

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

    Applicable.

  • Required and optional officers

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

    Applicable (eg, attorney in fact).

  • Board meeting requirements

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

    The articles of association of a S.r.l. and S.p.A. may provide that the decisions of the board of directors are taken by way of written consultation or written consent.

  • Quorum requirements for shareholder and board meetings

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

    The quota required for the meetings are provided by the Articles of Association or by law.

  • Must a bank account be opened prior to incorporation, and must the bank account be local?

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

    The bank account may be opened even after the incorporation. The necessary sum to set-up the company (ie, the corporate capital) can be kept in escrow by the Notary Public on his trust bank account and then can be transferred onto the Italian entity's bank account when the latter is opened. The bank account is local.

  • Auditing of local financials. If so, must the auditor be located in local jurisdiction, and must the company's books be kept locally?

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

    In a S.r.l., the appointment of the auditing body is not mandatory under Italian law, except for the cases described in the Auditing body topic under Board of director meeting requirements.

    In the S.p.A. the auditing body is necessary.

    The relevant books must be kept.

  • Requirement regarding par value of stock

    Società a responsabilità limitata (S.r.l.)

    Not applicable for this jurisdiction.

  • Increasing of capitalization if needed

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

    Applicable.

  • Summary of how funds can be repatriated from your jurisdiction (ie dividends or redemption)

    Società per azioni (S.p.A.)

    The funds can be divided between corporate capital and share premium.

  • Restrictions on transferability of shares

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

    Possible restrictions on the transfer of quotas can be set forth in the Italian entity's by-laws.

  • Obtaining a name and naming requirements

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.) 

    There are no limitations on the name of a limited liability company or joint stock company; in any case, in order to prevent competitive objections, it is suggested to avoid choosing names which are equal or similar to those of competitors companies. Before choosing the name of the company it is advisable to carry out research at the Register of Companies (Registro delle imprese) or at the Italian Trademark Offices. Furthermore, according to Italian law, the name of the company must include the legal form, ie, "S.r.l." or "S.p.A."

  • Summary of "know your client" requirements

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.) 

    Not applicable for this jurisdiction.

  • Approval requirements for amending charter document

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.) 

    The By-laws and the Deed of Incorporation can be amended with a quotaholder's meeting to be held before the Notary Public.

  • Licenses required to conduct business in jurisdiction

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.) 

    Depends on the specific business of the corporation.

  • Process of purchasing and utilizing a shelf company

    Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.) 

    Applicable, if required but the shelf companies are not usual under Italian law.

  • Key contacts
    Christian Iannaccone
    Christian Iannaccone
    Lead Lawyer DLA Piper Studio Legale Tributario Associato [email protected] T + 39 02 806181 View bio

Board of director meeting requirements

Italy

Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

The articles of association of a S.r.l. may provide that the decisions of the board of directors are taken by way of written consultation or written consent.

Directors are required to, at a minimum, approve the company’s draft financial statements each year.

Auditing body

The S.r.l. is obliged to appoint an auditing body which can consist either:

  • In a board of three effective members and two alternate members or
  • In a sole auditor or
  • In an external auditor

The following requirements/thresholds need to be met:

  • The company is required to prepare the consolidated financial statements
  • The company is controlled by a company which is subject to the legal auditing by an external auditor
  • For two consecutive financial years the company has been exceeding two of the following thresholds:
    • The assets resulting from the balance sheet are equal to €4.4 million
    • The profits are equal to € 8.8 million
    • The personnel employed by company consists of 50 employees or more
  • The company is controlled by a company listed in the stock exchange
  • The company issues securities

The obligation ceases if, for two subsequent financial years, two of the aforementioned limits have not been exceeded.

The auditors must receive a remuneration for their office.

For the S.p.A.:

  • The auditing body is mandatory in the joint stock companies
  • It is composed by three effective auditors and two alternate auditors, appointed by the shareholder’s meeting (with the exception of the first statutory auditors, appointed by the deed of incorporation)
  • They must receive a remuneration for their office