SETTING UP BUSINESS

Italian Business – Creating an Italian Company
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In Italy, essentially there are two main types of limited liability companies.
1. "Società per Azioni" (S.p.A) – Joint Stock Company (equivalent to a plc in the UK.)
2. "Società a responsabilità limitata" (S.r.l.) – Limited Liability Company

With these business structures, the company is liable only for the value of its assets and the shareholders' liability is limited the the amount of capital invested. By far the most popular structure for small and medium sized business is an S.r.l and Giambrone Law ILP's specialist advisors can assist clients by setting up new companies from scratch or advising on the most appropriate structure for existing businesses. It is necessary for a public deed of incorporation to be attested by an Italian Notary Public to create either an S.p.A or an S.r.l. With access to very experienced members of our team, Giambrone Law ILP are in an ideal position to advise our clients with regards to all legal, tax and accounting implications of the business. Società a responsabilità limitata – S.r.l.
An S.r.l is, by far, the most popular structure for medium to small businesses in Italy and the members define the Articles of Association which dictates how the company is managed. Directors need not be shareholders but, if this is the case, this must be stated in the Articles of Association.
There are no restrictions on shareholders or on an EU national being a director.
The minimum share capital to create an S.r.l. is €10,000 and this must be deposited to the company's bank account on the day that the Public Notary creates the company by way of a public deed.
Only one director is required for an Srl. Generally, it is advisable to have a minimum of two shareholders otherwise if using just one shareholder only, the company will have to have the words 'Società Uninominale' in its title and liability will be deemed to be unlimited.

Giambrone Law ILP will ensure that all of the formalities are taken care of, these include but are not limited to:

- Obtaining an Italian tax code for each director and shareholder;
- Opening a bank account;
- Drafting the articles of association and memorandum of association;
- Execute and formalise the articles of association before a public notary;
- Registering the company for VAT; and
- Registering the new company with the Registrar of Companies

The regulatory environment for companies in Italy is currently much more liberal than it used to be. Capital and dividends can be repatriated freely in line with EU rules and furthermore Italy has a number of double taxation treaties. Public authorities are however, weighed down with bureaucracy and the legal system in Italy is notoriously slow. Foreign ownership is permitted in all industries except for defence-related areas such as aviation and shipping and there are certain restrictions which apply in the telecommunications sector.

Financial incentives available within Italy when registering a new company In certain circumstances there are financial incentives available from the Italian government.

Some examples of these include:
1. Corporation and local tax breaks for up to ten years when operating in areas of high unemployment;
2. Research and development grants which can cover up to 50% of the total R&D costs;
3. Low interest loans for companies that encourage exports of Italian goods.
Our team is able to advise clients of all of the incentives available to them based upon their choice of structure and company objectives.

Summary
Establishing an S.r.l. in Italy can, in certain circumstances, be more complicated than in other European countries. There are many fiscal and regulatory requirements that need to be considered at the outset and throughout the life of the company. It is for this reason that it is imperative to seek competent advice. Although in the UK, for example, it is possible to create a company very quickly and, indeed, there are companies offering "pre-configured" companies for sale, this is not possible in Italy.

Giambrone Law ILP's lawyers and advisors regularly advise clients on the most appropriate structure for their new and expanding businesses. Dealing with every type of business, from small 2 shareholder S.r.l.s to multinational corporations, our focus is on providing an approachable and complete service to all of our clients, irrespective of the size of the company.


Giambrone Law ILP
Web: www.giambronelaw.com
Email: info@giambronelaw.com
Tel: +44 (0) 870 111 2158 (from U.K.)
Tel: +39 091 743 4778 (Rest of Word)