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Setting up a business in Italy

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Italy’s reputation for bureaucracy, red tape, corruption, and structural issues have historically positioned Italy unfavourably to potential foreign investors and expats looking to set up a business there. However, since Matteo Renzi’s focused reforms in 2014, starting a business in Italy has never been so attractive, particularly in industries such as manufacturing, mechanical and construction sectors, chemicals, and the transport industry.

On top of this, Italy is a country which favours small to medium-sized businesses, which make up 90% of Italy’s market.

 Important:

You need to have the legal right to live and work in Italy and you will generally need to have a residence permit before you can operate a business in Italy. If you are from a country outside of the EU you will also need a licence before you start operations.

Who can open a business in Italy?

Italy operates its market on a condition of reciprocity; any one looking to set up a company in Italy can only do so only if an Italian citizen can set up a company in the country where that citizen is from.

Exceptions to this rule include: EU and EEA citizens, citizens of countries which have made an international agreement with Italy, or a refugee and stateless person.

If you are unsure of whether your country of citizenship is subject to the condition of reciprocity with Italy, go to the Italy’s Ministry of Foreign Affairs website.

 Good to know:

Are you looking to set up a company, a branch, or a representative office? Unlike a company, a branch is a foreign unit of a company, rather than a separate legal entity. Branches do not exercise organisational and decision-making autonomy, and they must submit VAT, income tax, and an annual report.

A representative office is registered to a foreign company and exists purely for promotional, advertising, and research purposes, and is forbidden from conducting business activities.

Types of company structure.

Italy offers a wide range of legal structures for setting up business, depending on its objectives, the model, the amount of capital, the extent of liability of the founders, and tax implications.

For those seeking to establish a business with other shareholders, the most common legal structures are:

Societa Cooperativa (SC) or cooperative society:

There is no limit to the number of shareholders, and no minimum capital. Associates can benefit from a limited or unlimited liability but it has to be determined in advance.

Societa Semplice in Accomandita (SAS) or simple convenience company:

There is no limit on the number of shareholders or minimum capital, and responsibility of the partners is unlimited.

Societa Collettivo in nome (CNS) or partnership:

There is no limit to the number of shareholders or minimum capital. Partners have unlimited and many several joint liabilities.

Societa per azioni (SpA) or limited liability company:

There is no limit to the number of shareholders. A minimum capital of €120,000 is required. It must be fully subscribed and will be paid at 3/10 of the company's creation. Moreover, the partners' liability is limited to the amount contributed. A quarter of the initial investment must be paid before the company's registration in Italy.

Societa a responsabilita limitata (SRL) or limited liability company:

There is no limit to the number of shareholders. A minimum capital of €10,000 is required. The sum must be fully subscribed and will be paid at 3/10 of the company's creation. Partners' liability is limited to the amount contributed. Moreover, a quarter of the initial investment must be paid before the company's registration in Italy, though there are no incorporation taxes, less paperwork, and no notary fees.

 Good to know:

If you want to charter a company without making yourself personally liable, you should choose the SRL or SPA. The SRL is best for shareholders wishing to maintain the management, while the SPA works better for bigger investments and a larger number of investors. If the business goes bankrupt, shareholders will only lose the money they paid for their shares.

If you wish to be the sole proprietor of a business, the following structures are most common:

Società per Azioni unipersonale (SA):

You will be the company's sole shareholder and your liability will be limited once the capital is fully paid. A minimum capital of €120,000 is required. You can either constitute a board of directors with several members, or a single director to manage your Società per Azioni unipersonale.

The Ditta individuale (DI):

You will own a craft business, but specific prerequisites apply. Capital or assets are not required. However, your personal belongings will be held as a guarantee in case you have debts.

Società unipersonale has responsabilità limitata (SRL):

SRS allows you to have a single partner, whose liability is limited to the amount contributed. You are required to let out a capital of €10,000 which may consist of contributions. If your contributions are made in cash, you will have to appoint an expert auditor who is registered with the Revisori, that is the Auditors registrar.

You will also have to notarize your SRL's constitution. Once you are done with this, you will be able to appoint a board of directors consisting of several members, or a single director. You are authorized to simple accounts provided your company's turnover does not exceed €120,000 and it meets certain criteria (number of employees, etc.). Finally, you can in no case make a public offering.

Set up and registering your business

Whilst the process for setting up a business in Italy has simplified, you are still advised to seek legal and financial advice. You can do this through a certified agency (galoppini) or use a notary who can take you through the legal procedures.

 Good to know:

You will need a bank account and will need to hire an accountant and lawyer if you do not have a notary.

Business Plan and market survey

It is advisable to have a good understanding of the Italian market, a clear idea of what you want to do, and good knowledge of how feasible your business proposal is before beginning the process for registering a company in Italy. You will need to conduct a market survey, in which you research the businesses which already operate in your field, and identify your potential clients. You can then develop a business plan which outlines your business objectives, target market, and strategy, including a thorough risk assessment which details potential obstacles along the way.

Paperwork

If you decide to use a notary instead of an agency, you will be required to draft an Atto Costitutivo (memorandum) and Statuto (articles of association). The notary must be present either to draft the Atto Pubblico (incorporation agreement) or to certify the signatures of the shareholders (scrittura privata autenticata). You will need to do this at Registro Imprese, at the local chamber of commerce, and the local tax office. The notary is also responsible for registering the company on the Companies Register, held by the Chamber of Commerce of the municipality where the business is incorporated.

The company will only exist following this registration. If one of the shareholders cannot be physically present to sign the contract, the incorporation process can be carried out by a legal proxy (normally a lawyer or a trusted person whom the investor knows).

Immediately upon registration, you (the company) will receive a reference number, the tax identification number, and the VAT number. Within 48 hours you will receive confirmation of registration with the Companies Register as well as documentation from INPS and INAIL (Accident Insurance Office).

 Useful links:

Ministry of Foreign Affairs (Italy)
Chamber of Commerce
Public administration for businesses
National Agency for Investment and Business Development
Directory of companies in Italy

We do our best to provide accurate and up to date information. However, if you have noticed any inaccuracies in this article, please let us know in the comments section below.
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