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Company Formation in Italy

Entity Type: SPA – SRL


Name Details

Does the name of the company require approval by the Registry or other authorities?

No.

How many prospective names will you require?

One name is required.

Are there any restrictions or limitations on words that can be used in company names?

No.

Address Details

Does the company need to provide a registered address?

Yes.

Are there any limitations on the registered address (i.e. must be in-country, must not be a PO box)

Yes, it must be in-country, must not be a PO BOX.

If the client has no physical location in-country, can they use your address for the purposes of registration?

No, we do not provide this service but we can contact some accounting firm which usually provides it.

Officer Details

How many Directors are required?

The number of directors is set by the By-Laws.

Are any other officers required (i.e. Secretary)?

No.

What personal details will you need for each officer?

All the personal data provided in passport, an Italian Fiscal Code number and address of residence or domicile.

Is there a requirement for any in country resident directors?

No.

Do you need proof of address or Identity for officers? If YES, in what format?

A copy of the identity card/passport is needed. PDF format will be sufficient.

Shareholders

How many shareholders are required?

One or more.

In case of one shareholder, a communication has to be filed with the Register of Companies in order to limit the liability of the sole shareholder in respect of the liabilities of the company.

Are there any restrictions on who can be a shareholder?

No.

What information will you require about shareholder?

If the shareholder is an individual, all the personal data provided in I.D. / passport, an Italian Fiscal Code number and address of residence or domicile. If the shareholder is a company, a copy of the excerpt of the Chamber of Commerce, articles of incorporation and the By-Law’s and an Italian tax Code number.

Will you require proof of address or ID from the shareholders?

A copy of the identity card/passport is needed.

Share Capital

Minimum Share Capital

S.p.A: EUR 120,000
S.r.l.: EUR 10,000

Will the company need to specify a maximum number of shares that can be issued?

No.

Is any stamp duty paid on the issued share capital? If YES, at what rate is this calculated.

No.

Additional Information Required (if any)

1. SPA: The Board of Statutory Auditors must be appointed with the Deed of Incorporation.
2. SRL: the Board of Statutory Auditors and/or legal Auditor must be appointed if:
– the corporate capital is equal or higher than 50,000 Euro; or
– the Company must prepare the Consolidated Financial Statements; or – if the Company has control of another company forced to statutory audit.
– Or at least two of the following requirements are met:
a) the total assets of the Balance Sheet is equal or higher than 4,400,000 Euro for two consecutive years; or
b) the revenue from sales and services is equal or higher than 8,800,000 Euro for two consecutive years; or
c) the average of employees is equal or higher than 50 for two consecutive years; or Contribution in kind: the Shareholder/s can contribute assets for the incorporation of the Company.

Timescale

How long will it take to complete incorporation

25 to 30 days to complete the procedure of incorporation and have the new company registered with all relevant authorities.

Is there any way to expedite the incorporation for an extra fee?

No.

Procedure

Draft Incorporation documents (including By-Laws)

Share Capital paid into an Italian Bank or to the Italian notary:

  • At least 25% if two or more subscribers
  • 100% if a single subscriber
  • Shareholder(s) appear before Italian Notary Public for formalization of Deed of Incorporation –  A POA can be granted to Italian counsel to represent the shareholder(s) at Notary
  • Deed of Incorporation filed with Companies’ Register by the notary
  • Upon registration company is incorporated

Latest version updated 3rd May 2018

Country Breakdown

60.6

Million

Population

Euro

Currency

$ 0.85

Trillion

GDP

301,338

km2