Establishing a company in Italy: SRL and SPA

Nov 09, 2021

What is an SRL?

It is a Limited Liability Entity which benefits from a complete limitation of liability of the quota holders for company obligations. It is a “smaller-scale” company where the owners are usually a few individuals or entities (i.e. “quota holders”) holding “quotas” in the company rather than shares (like in a Spa, stock liability company).

SRL is similar to an Ltd

SPA is similar to a Corporation

Why choose a SRL?

  • it has lower capital requirements (minimum share capital is only € 10,000).
  • It allows to have a full presence in Italy and an Italian VAT number, but at the same time being less burdensome than a Joint stock company in Italian S.p.A. (Società per Azioni). In the future, if needed, the limited company SRL can be “upgraded” to a joint stock company (“S.p.A”).
  • Quota holders have more freedom in setting up the rules for its functioning, management and organization

Is it a legal requirement to deposit 100% of the registered capital?

YES, if there’s a single quota holder (100% of the capital to be paid in full)

NO, in case there are two or more quota holders who can pay in only 25% share capital

Advice: to favourably impress authorities (such as immigration authorities) banks, providers or clients it is advisable to have a higher capital (no less than 50,000 Euro for immigration purposes)

Are company documents publicly available?

Yes. Anyone can access the Companies Registry and have a copy of the documents filed there. All corporate documentation (deed of incorporation, bylaws with appointed directors, balance sheet, profit and loss account, etc.) is subject to the same disclosure.

Can I keep the company inactive?

Not advisable: Tax Authorities expect a newly established company to start showing some activities after an initial period of 2 years or they will most likely make an assessment and request the payment of some taxes.

Advice: if you intend to sponsor an immigration application through the newco, you must provide documented evidence of economic activity and compliance with social security/labour obligations.

My company does few operations in a year, do fixed costs apply?

Yes. Even if operations are limited, some yearly recurring costs for corporate accomplishments (drafting yearly financials, VAT filings, etc.) do apply

What are the main steps to register an SRL?

The process of establishing a new company can be entirely handled by a trusted consultant, with no need for the prospective quota holders to travel to Italy.

1. Execute a power of attorney granting a trusted consultant (can be Mazzeschi) powers to attend Notary’s meeting in Italy and to incorporate newco (notarization and legalization by Italian Consulate/ Apostille is required); No need for a power of attorney for officers of the parent company or quota holders of the new company to attend in person to the Notary’s meeting in Italy;

2. Provide all info/docs required by your consultant;

3. Apply for newco’s quota holders and officers Italian tax codes

4. Transfer funds for registered capital to Italian Notary’s trust bank account (funds must be available on Notary’s account the day of incorporation deed execution);

5. Incorporation of the new company: quota holders do not need to attend in person but can give a power of attorney (to be legalized) to a third party

6. Within 1–3 weeks from the date of execution of incorporation deed and bylaws, the new company is registered by the Notary with the Companies House and the company is provided with a VAT number and is officially registered (a new company’s PEC email must be provided to the Companies House);

7. Once the company is officially registered, the appointed director can open the company’s bank account and registered capital initially paid in is transferred to the company’s account. At this stage, registered capital can be used for the company’s operations.

Can a Newco sponsor work permits for non EU workers?

  • directors can obtain a work permit/visa only after the company has been active for at least 3 years
  • A Newly established company can sponsor intra-company permits (eg workers hired by a foreign company of the same Group, who remain hired by the sending company)
  • many immigration offices do not issue Blue Card permits (eg allow the company to directly hire non EU highly skilled workers) until the company has filed yearly financials and tax returns,, which show profits sufficient to cover the social security and taxes payable on behalf of the worker

Disclaimer: The information provided on this article (i) does not, and is not intended to, constitute legal advice; (ii) are for general informational purposes only and may not constitute the most up-to-date legal or other information (iii) this website may contain links to other third-party websites. Such links are only for the convenience of the reader; (iv) readers should contact their attorney to obtain advice with respect to any particular legal or tax matter.

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