| 1.What are the different
types of company that are available to be incorporated? |
Incorporated companies
a) public limited company (società per azioni
- S.p.A.),
b) limited liability company (società a responsabilità
limitata -S.r.l.),
c) one person limited liability company (società
a responsabilità limitata unipersonale),
d) limited liability partnership (società in
accomandita per azioni - S.A.p.A.);
Non-incorporated firms
a) non trading partnership (società semplice),
b) general partnership (società in nome collettivo
- s.n.c.),
c) limited partnership (società in accomandita
semplice - s.a.s.).
|
| 2.What documents
are required to incorporate these companies and what
are the other registration requirements? |
The conclusion of the contract for
the incorporation; if not incorporated no written form
required.. Articles of incorporation signed in front
of a notary on presentation of a bank certificate attesting
the payment of at least 3/10 of the company's capital
(10/10 for the one person limited liability company)
and, further Government authorisation required for special
purposes (eg banking, insurance etc).
|
| 3.How long (approximately
in your experience) does this process take from start
to finish? |
The preliminary judicial control
on the articles of incorporation has recently been abrogated;
incorporation is possible in two or three days.
|
| 4.What are the capital
requirements (minimum amounts, types of capital, limits
of shareholders liability) |
A minimum capital amount of €100,000
for S.p.A. and S.A.p.A. and €10,000 for S.r.l..
The liability of the shareholder of S.p.a. and S.r.l.
is limited to the share of capital. |
| 5.What is the minimum
management requirements (e.g. types of office holder
or nationality requirements, etc.)? |
The managers are appointed by the
members' meeting. The managers of the S.p.a. may be
or not be members of the company, whereas the managers
of the S.r.l. have to be members of the company unless
the articles of association say otherwise. Rules as
to eligibility of who can and cannot be a manager. Manager's
must also meet various qualification requirements.
|
| 6.Approximately,
what is the local currency cost in relation to
formation expenses and taxes? |
Approximately €2,500 for an
S.p.A. and about €2,000 for an S.r.l. (for the
notary fees) and €300 for certification of the
company's records. Annually: €350 for certification
fees €370 annually (minimum) to the register of
companies, calculated on the basis of the company's
net worth. The S.p.A. (and large S.r.l.s, with more
than €100,000 capital requires a Supervisory Board
(collegio sindacale), yearly minimum fees of €3,800.
|
| 7.What publicity
is required (e.g. filing of accounts, publication of
other information)? |
The incorporation deed has to be
entered in the register of companies within thirty days.
Registration is required for changes in the management
and in the Supervisory Board within 15 days; for the
assembly's resolution of issue of bonds - 30 days; for
the balance and the list of the members - 30 days and
for the certificate attesting the capital's increase
or reduction - 30 days. In the case of a limited liability
company, registration is required for the transfers
of capital within 30 days. Balance sheets have to be
filed every year. |
