Corporate Services

Form a new company in Italy

We advise and support the client in all phases of the incorporation process, from the choice of the operating model to the opening of the bank account, providing a high level of professionalism, seriousness and efficiency in concluding the deal.

Speed

The incorporation process will be fast and easy: we ensure the existence of the legal entity within 5 working days of receipt of the information and documentation requested from the client

“Turnkey” service

We carry out all the legal and administrative formalities on behalf of the client in order to provide a "turnkey" service

Dedicated assistance

A member of the Eteria team will be at your disposal during the entire incorporation process: he will answer your questions and keep you updated on developments during the procedure

Flexibility

The client may decide to travel to Milan to meet our team and complete the process of setting up the company; or he may decide to follow the process remotely, without travelling and at no additional cost

Post-incorporation services

Once the incorportation process has been completed, we will be pleased to offer the client a wide range of services to ensure that the functioning and management of the new structure is compliant with Italian law

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Invest in Italy

We are known for our ability to manage relations with foreign entities that intend to invest in Italy. We also provide advice and support in tax matters, analysing with the client the benefits provided by the Italian legal system

Services included

  • Full assistance during the process relating to the drafting of the documents required for the establishment of the legal entity
  • Assignment of the tax code (codice fiscale) for all shareholders and directors of the legal entity
  • Drafting of contractual documentation in two languages (Ita-Eng)
  • Drafting of the PoA text to be formalised abroad (if required)
  • Stipulation of the notarial deed at the Italian notary's office, issue of the certificate of stipulation and registration of the legal entity in the Italian Register of Companies
  • Activation of PEC certified e-mail for the legal entity
  • Attribution of the VAT number for the legal entity
  • Inclusion of the VAT number of the legal entity in the VIES archive
  • Provision of the notice of start of the legal entity's activities
  • Preparation of the dossier containing the documentation, including the certificate from the Chamber of Commerce (visura camerale) in double language (Ita-Eng) with all the data of the legal entity
  • Full assistance in the process of opening a bank account for the legal entity

Additional services

* The Italian tax code (codice fiscale) is the identification system for natural and legal persons in all relations with public bodies and administrations.
Certified electronic mail (PEC) is an electronic mail system through which the sender is provided with electronic receipt, with legal value, certifying the sending and delivery of computer documents.
The VAT number is a code that identifies the "taxpayer", i.e. who is required to pay the taxes and duties established by law.
In order to be able to carry out intra-Community transactions, VAT subjects must be included in the Vies (VAT information exchange system) archive.
The certified start of business report (SCIA) allows companies to start their business activity.
The certificate of the Chamber of Commerce (Visura Camerale) is an information document with all the details concerning the company.

 

Which type of company to choose?

Those who intend to start a business in Italy can choose between different operating models, each of which is characterised by different legal, administrative and fiscal regulations.

Eteria provides a wide range of company incorporation services and our team will be at the client’s disposal to offer advice and support in choosing the most suitable type of company.

 

Traditional limited liability company (S.r.l.)

The traditional S.r.l., equivalent to an LLC in the United Kingdom or to a GmbH in Austria and Germany, is the most common form of company to carry out business activities in Italy, being characterised by greater structural flexibility and organisational flexibility.

  • It can be formed by one or more natural or legal persons
  • The rules of operation of the company may be modified according to the client’s needs
  • The initial share capital must be at least equal to Euro 1.00

Simplified limited liability company (S.r.l.s.)

The S.r.l.s. is a less widely used corporate form due to the limitations and the particular rigidity of its structure.

  • It can be formed by one or more natural persons, but not by legal persons
  • The rules of operation of the company must comply with a standard governmental model and cannot be modified over time
  • The initial share capital must be at least equal to Euro 1.00 and may not exceed Euro 9,999.00

Joint-stock company (S.p.A.)

The joint-stock company is the recommended model for those who make significant investments and is the only type of company that can be listed on the stock exchange.

  • It can be formed by one or more  natural and legal persons
  • The initial share capital must be at least equal to Euro 50,000.00, but for certain categories of S.p.A. (securities, banking or financial brokerage companies) the law provides for a higher minimum share capital
  • It is always mandatory to appoint a Supervisory Board that carries out supervisory activities on the regularity of management and accounting

Innovative Start-up

The Innovative Start-Up is mostly used by digital-tech operators.

  • Companies (S.r.l., S.p.A. and S.r.l.s.) that obtain the registration in the Special Register of Innovative Start-Up receive interesting tax benefits and are not subject to bankruptcy proceedings
  • There are some limitations with reference to the activity carried out and to the distribution of dividends, in fact the Start-Up can carry out, exclusively or mainly, activities related to innovative products or services with high technological value and cannot distribute the dividends to shareholders for the first 5 years after its incorporation

 

 

How to set up a company in Italy?

An Italian company is based on the memorandum of association and on the bylaws.

The memorandum fo association: this is a legal document that sets out the important elements of the corporation, including its name, address, objects, powers and the details of the nominal / authorised capital.

The Bylaws: contains provisions for the internal management of the company, for example, shareholders’annual general meetings or AGMs and extraordinary general meetings, the Board of Directors, corporate contracts and loans.

The incorporation procedure is completed by the notary public, who is responsible for drawing up the relevant public deed and filing it with the Chamber of Commerce for registration of the company in the competent Company Register. Upon registration in the Company Register, the company comes into existence and acquires legal personality.

As from July 20, 2016, Innovative Start-Ups in the form of S.r.l. may be set up by means of a specific telematic procedure, without the need for the support of a notary public. Eteria provides the registration service of a new Innovative Start-Up.

 

Who is responsible for the company's debts?

A company is a business association, which has the character of a legal person, remaining distinct from its officers and shareholders. This is important as it allows the company to own property, in its own name and continue perpetually despite changes in ownership and insulate the owners against personal liability. The company is only liable for debts with its own assets and the shareholder risks losing only the money he has invested to participate in the company, while the rest of his assets remain safe.

 

What is the minimum share capital required?

The minimum share capital required is Euro 1.00 for the S.r.l. (traditional, simplified and Innovative Start-Up) and Euro 50,000.00 for the S.p.A. 

 

Who can set up a company in Italy?

Any natural person who has reached the age of majority or any legal entity may set up a company in Italy (or may subsequently join it), provided that the condition of reciprocity is respected.

The operation of a non-EU entity in Italy is automatically verified by our team in the initial phase of the incorporation process at no additional cost.

 

What activities can a company carry out?

Companies can carry out any type of business activity in Italy (import-export, tourism, retail, etc.), with the exception of those that require special authorisations or requirements (banking or insurance activities).

 

Does the company have to have a registered office in Italy?

Every Italian company must notify the Register of Companies of the address of its registered office, which must be established in Italy.

Eteria provides the address of the registered office in the centre of Milan (50 meters from Piazza Affari, 250 meters from Piazza Cordusio, 500 meters from Piazza Duomo) through the domiciliation service. Discover more >

 

Who can be appointed director of the company?

The administration of the company may be entrusted to a single director or, alternatively, to several directors (who may be shareholders of the company or external parties).

Italian law does not require the director to be an EU person or to be resident in Italy. However, in order to simplify some important operational processes (opening a bank account, relations with the public administration, etc.), a local director could be appointed. Eteria can provide the local nominee director service. Discover more

 

Is the appointment of Statutory Auditor mandatory?

It is not mandatory to appoint a Statutory Auditor (Single Statutory Auditor or Board of Statutory Auditors) - which carries out supervision of the regularity of management and accounting - except for certain types of companies or in particular cases provided for by law.

 

Is it possible to change the rules, data and structure of the company? Is it possible to wind up the company prior to its expiry?

It is possible to change the shareholder structure, essential data and operating rules of the company at any time and to wind up and cancel the company. 

The Eteria team has all the expertise to advise the client in all the necessary steps and fulfilments. Discover more >

 

Tax point of view

In addition to the incorporation taxes, which are paid only once, the company is required to pay by 16 March of each year an annual tax on government concessions for the numbering and stamping of books and accounting records amounting to Euro 309.87 (or 516.46 euros if the share capital exceeds Euro 516,456.90); and by 16 June of each year, an annual tax to the Chamber of Commerce amounting to Euro 120.

The company is subject to a total proportional taxation equal to 27.9% (IRES and IRAP) on taxable profit, given by the difference between costs and revenues.

If the company decides to hand out dividends to shareholders, the dividends are taxed at source at 26%.

Special tax benefits are provided for companies established as Innovative Start-Ups.

It is always of fundamental importance to analyse and evaluate the tax profile by verifying each specific case. We have a highly specialised team that allows us to provide the client with all the necessary assistance in tax matters. Discover more > 

 

 Check out our Guidelines to find out more

We will be pleased to answer all your questions without any obligation

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