Ask a foreign entrepreneur doing business in Italy what prompted them to start or relocate their company to the boot-shaped Country and odds are la dolce vita is going to be mentioned. Not so much the movie as the actual meaning of that expression: the sweet life. Doing business in Italy means reaping rewards in terms of more than just income: you will be partaking in a rich and complex culture, that values beauty and the enjoyment of all the good things life has to offer, just as much as it values productivity – arguably more. If you are considering starting your own business in Italy, but are holding back in fear of the famously impenetrable intricacies of Italian bureaucracy, you need not worry. On one hand, administrations have been working at simplifying and rationalising the bureaucratic machine for years. On the other, there are plenty of professionals and firms that will help you navigate your way through the rules and regulations that apply to your specific situation. Even if you are hiring consultants, however, it is worth acquainting yourself with the basics, hence this quick guide to the main types of company that you might need to be aware of, before setting up your own business in Italy.
Types of company in Italy: a quick guide to get you started
Why you should start your own business in Italy
Italy is ideally positioned to set your business at the centre of multiple areas of interest, both geographically, because it is located at the centre of the Mediterranean, and economically, because of its access to the European market and its 500 million consumers. Even if you are not planning on exporting or trading internationally, Italy is still an attractive prospect: its economy has consistently ranked in the world top ten. If, however, Italian consumers are your intended target audience, you should make sure you are familiar with their standards and preferences. The Italian market is extremely competitive, which makes relationships – with your partners, your collaborators and your audience – extremely important.
The first steps
You will be able to register your company and have the basics covered in approximately two weeks, as long as you have a clear plan and know where you are headed. First of all, be aware that you will need a notary to execute your own establishment’s bylaws and public deeds of incorporation – costs may vary, depending on the typo of company you are setting up. There are a number of taxes and grants you have to pay before you can get your business started. Even the smallest companies, for instance, will have to pay registration tax, government grant tax and register with the Chamber of Commerce, which should come up to just under 1500€. You will also have to register with the Social Security Administration, particularly if you are hiring employees (and also if you are not), which will trigger additional costs varying based on the number of workers you are hoping to hire and the types of contract you are entering into. Among the first boxes you will need to tick, there’s the acquisition of a VAT number and the opening of a company bank account with an Italian bank, on which you are to deposit at least 25% of the total company capital (if the company only has one shareholder, the whole capital must be deposited before the deed of incorporation). Under certain circumstances established in recent legislation, startup companies may dispense with having the authentication and incorporation deed executed by a notery.
Available types of company
Let’s take a look at the different types of outfit recognised by the Italian system. Choose carefully, possibly with the help of an experienced professional consultant, as the type of company you choose will influence what you can and can’t do with your firm.
S.r.L. – Limited Liability Company
This is by far the most common form for an average Italian company to take, because it only requires a small starting capital and follows the shared standards for similar outfits all over the world. You will need to complete the process of registration as described above and your minimum required capital will be 10.000 €. Generally speaking, if you set up a Limited Liability Company, it will hold its own legal personality, which will be independent from that of the owners or shareholders. The definition of “Limited Liability” covers exactly the same meaning as it has in other systems: it means that each shareholder is only liable for the amount he has contributed to the company capital. Within this set-up, the company owners are not necessarily its directors, although it is more frequent for the two figures to overlap in an Srl than an SpA.
S.p.A. – Joint Stock Company
This too is a Limited Liability Company,which means it abides by the same rules an SrL is sbujected to, but its required starting capital is 120.000 € and it is less likely to be owned by a sole shareholder. An SpA is a stock company, which means it can offer its shares on the stock market and it can do so either publicly or privately. The difference between the owners – i.e. the shareholders – and the directors – i.e. the CEOs and CFOs – is generally clearer with this particular type of Limited Liability Company. An SpA is also obliged to follow more complex accounting procedures and strict rules on reporting, in the interest of transparency.
There are two main types of partnerships in the Italian system and they differ from LLCs in that partners are jointly, unlimitedly and severally liable for the company’s obligations. The increased accountability is somewhat balanced by the fact that this type of company does not require a minimum capital. Unlike stock market shares in an Spa or assets in an SrL, partners in an SNC or SAS (the two main types of partnerships you can set up in Italy) can’t simply be bought or sold. All partners also act as managing directors and their status – and the responsibilities it entails – can’t be transferred from person to person unless all partners authorise it. The partnerships identified as SAS are limited by shares, meaning that certain partners can hold limited shares and proportionally limited liability, whereas the so called “general partners” bear the liability in full, but also have broader managerial powers.
There are other forms an Italian company can take: corporations, holdings, cooperatives and several variations of the types we have described, but these basic distinctions should be enough to help you identify in broad terms the set-up that fits your needs.
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