Italy business entities include general partnerships (Italian SNC), limited partnerships (Italian SAS), limited liability companies (Italian SRL) and joint stock companies (Italian SPA). An Italian SPA requires a minimum paid in capital of euro 100,000. The minimum paid in capital for an SRL is euro 10,000.
READ MORE →The organization and incorporation process for an SRL or SPA is complex and requires the following:
- executing the articles of organization or certificate of incorporation (“atto costitutivo”) before an Italian notary;
- executing a full blown operating agreement or by laws (“statuto”) by way of a notarial deed before an Italian notary;
- depositing the mandatory minimum paid in capital with an Italian bank and obtainig the certificate of deposit to present to the notary at the time of execution of the organizational documents;
- filing the organizational documents with the Italian register of enterprises;
- obtaining the VAT (Tax) number from the Italian tax agency.
Generally, U.S. clients sign a power of attorney appointing us as their attorneys in fact for the purposes of appearing before the notary, executing, filing and registering all of the organizational documents in Italy.
Articles of Organization, Certificate of Incorporation, Operating Agreement and By Laws must conform to the requirements of and include all of the provisions required by Italy’s company laws.
An Italian company must keep the full set of accounting books required under Italian law, proceed with the registration of invoices on those books a monthly basis, issues, approve (by way of an annual meeting of comlany’s directors) and file with the public Register of Enterprises an annual financial statement that includes a P&L statement and balance sheet with an accompanying report signed by the company’s directors. In certain circumstances, Italian companies are required to appoint statutory auditors.
Italian companies (SRL and SPA) file an annual corporate income tax return and paid Italian corporate income tax on their profits. Taxable profits are computed in accordance with accounting profits with tax adjustments as mandated by Italian tax code. Italian partnerships are fiscally transparent entities which file informational returns reporting the income that is taxed directly upon their partners.
Our services in this area include:
- initial planning and advising clients on the choice of Italian entity;
- preparing the powers of attorney to execute company documents in Italy on behalf of the client;
- preparing and executing the articles of organization and operating agreement for foreign-owned Italian entities;
- preparing the minutes of meeting of shareholders and directors of foreign-owned Italian entities;
- obtaining tax code numbers for the entity, its directors and shareholders;
- assisting in setting up bank accounts for the Italian entity;
- registering the entity and its directors with the Chamber of Commerce;
- assisting in mergers, acquisition, transfer or issuance of shares or other major corporate transactions;
- assisting in the liquidation or winding up of the entity and termination of the business;
- providing registered office, representation, secretarial and domicile services;
- serving as directors or auditors for the Italian entity;
- assisting with bookkeeping, accounting, tax return preparation and filing.
