Are you planning to establish a company in Italy? In that case, you may come across the Italian limited liability company, also known as “Societá a responsabilità limitata” or “S.r.l.”. For foreign investors, this type of company is the most prevalent in Italy. In this article, we will examine and go over the key features of an Italian S.r.l, the formalities required for its incorporation and answer your questions.
1. Features of an Italian limited liability company (S.r.l.)
Under Italian law, an Italian S.r.l. is considered an autonomous legal entity, separate from its shareholders (also known as quotaholders). Here are some key features of an Italian S.r.l.:
- Quotaholders have limited liability, which means their financial liability is restricted to the amount they have invested in the company as capital. This arrangement allows for a clear separation of assets;
- While the quotas representing a percentage company’s capital are generally transferrable without restrictions, the company by-laws may include provisions that grant pre-emption rights, tag-along as well as drag-along rights or impose approval requirements;
- The governance structure of an Italian S.r.l. is highly flexible, allowing for the company to be run by a:
− Sole director;
− Multiple directors with single and/or joint powers;
− Board of directors;
- Additionally, it is possible appoint authorized officers (so called procuratori or institori) and vest them with powers to represent the company in specific cases;
- The company by-laws may also include provisions stating that certain legal transactions, require the prior approval of the quotaholders’ meeting;
- Quotaholders' meetings and board meetings can also be conducted via telephone or video conferencing.
2. Incorporation before an Italian notary public
For the incorporation of an Italian S.r.l., the participation of an Italian notary public is mandatory. Future quotaholders or authorized representatives that have been granted a notarized power of attorney must personally appear before the notary public to sign the incorporation deed along with the company’s articles of association, i.e. the by-laws. Afterwards, the notary public will proceed to register the newly established company with the competent Company Register.
3. Minimum share capital and its determination
The minimum share capital for an "ordinary" Italian S.r.l. (S.r.l. ordinaria) is EUR 10,000. Although it is allowed to opt for an ever lower starting capital (however, not below EUR 1,00), it is generally discouraged due to the potential obligation of additional contributions if losses surpass on-third of the share capital. We therefore strongly recommend establishing an ordinary S.r.l. with a share capital of at least EUR 10,000.
4. Contribution of capital in Italy
The following rules apply to cash contributions:
- Prior to the company’s incorporation, the future director must make the following capital contributions:
− If there are multiple quotaholders, at least 25% of the approved share capital;
− If there is only a single quotaholder, 100% of the approved share capital;
- The share capital can be transferred to an escrow account held by the Italian notary public; alternatively, a circular check can be issued. It is also practice in Italy to temporarily deposit the share capital into the personal account of the company’s future director;
- Once the company is established, the share capital can be deposited into the company's bank account.
For in-kind contributions, on the other hand, keep in mind that:
- The contribution must meet certain formal requirements; for example, the contribution must be able to be booked and accounted for and clearly determinable;
- To this end, a sworn report by a registered auditor or auditing firm indicating the value of the contributed assets or receivables and the valuation guidelines used must be attached to the incorporation deed.
For contributions in kind, the corresponding quotas must be fully subscribed.
5. Duration of the first financial year of an Italian S.r.l.
The first financial year of an Italian GmbH should not exceed 12 months. The closing date can be set at the end of any month within the calendar year. Nevertheless, if the company is established after October 1st, it is possible to select an extended financial year for the first fiscal year.
6. Application for Italian Tax Identification Numbers
All directors and quotaholder (both individuals and companies) of an Italian S.r.l. must be in possession of an Italian tax identification number.
While the directors’ tax ID must be obtained before the incorporation of the company, the application for the assignment of an Italian tax ID of its quotaholders can also be submitted after the company’s has already been established.
In order to register the newly formed company with the Register of Companies, it is submit an online application form called “ComUnica”. This online procedure is administered by the competent Chamber of Commerce and allows the applicant, among other things, to obtain a VAT number, an Italian tax ID and also enables the company to be registered for insurance and welfare purposes.
7. Opening of a "Certified email address" (P.E.C. - "posta elettronica certificata")
Every Italian company is required to obtain a Certified email address (so called “posta elettronica certificate” or “P.E.C.”) for communications with public authorities and, in particular, with the Register of Companies. Unlike conventional email, certified email addresses run on a system mandated by the Italian Digital Administrative Code (so called “CAD”) that ensures that any emails sent are delivere to the recipient with a verified date, providing legal certainty. As a consequence, under Italian law, messages sent by certified email hold the same legal significance as those sent via registered mail with acknowledgement of receipt.
The P.E.C. must be obtained at the establishment of the Italian GmbH as it is required for the company's registration with the Italian Commercial Register.
Obtaining a certified email address is a prerequisite for registering the newly incorporated company with the competent Register of Companies.
This article addresses only some of the questions one may have when it comes to establishing a limited liability company or any other type of company in Italy. In fact, it is crucial to first familiarize yourself with the particular requirements and regulations involved.
If you would like to learn more about how to establish a limited liability company or any other type of company in Italy, feel free to reach out to us, an we will be delighted to provide assistance.