{"id":1323,"date":"2022-08-28T17:06:39","date_gmt":"2022-08-28T17:06:39","guid":{"rendered":"https:\/\/nalonandpartners.com\/?p=1323"},"modified":"2022-08-29T11:52:35","modified_gmt":"2022-08-29T11:52:35","slug":"starting-a-company-in-italy","status":"publish","type":"post","link":"https:\/\/nalonandpartners.com\/ru\/starting-a-company-in-italy\/","title":{"rendered":"Starting a Company in Italy: How to Set It Up and How Much Does it Cost"},"content":{"rendered":"\t\t
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Discover how to start a company in Italy in a simple and quick way. Let\u2019s see the various types of companies, how to set up the one that is more suitable for your business, and what are the costs for opening and managing a company.<\/h2>

What is a company and which one you\u2019d better set up<\/h3>

A company is an organization of one or more people who take part in it with money or property in order to run a common business. The typical purpose of a company is to make profits which will be divided among the partners (profit-making). In order to start the business, the company makes use of the property or money that are made available by each partner when the company is set up.<\/p>

There are two basic types of companies: partnership company and limited company. Let\u2019s see more specifically what are the differences between them: partnership companies are characterized by a strong personal tie with their own partners, who have to answer with their personal assets for the debts and obligations of the company (unlimited liability towards the creditors), while limited companies are characterized by a less personal tie with their own partners. In this case, the company has to answer for the debts and obligations of the business, and the partners only answer within the limits of what they deposited (limited liability).<\/p>

Choosing which type of company you should start depends on many factors, such as the characteristics of the business and the liability that you intend to give to the partners. Partnership companies are less used because the partners have unlimited liability and they are more suitable for small businesses or for running simple businesses. Limited companies are more used because they safeguard the partners and limit their liability.<\/p>

Starting the company in Italy.<\/h3>

Types of limited companies and differences.<\/p>

There are many versions of limited companies, with a series of characteristics to take into consideration. Let\u2019s see what are the differences for each type:<\/p>

  • limited liability company<\/strong> (S.r.l. \u2013 Societ\u00e0 a responsabilit\u00e0 limitata) is currently the most common and flexible type of limited company. It can be set up with a minimum capital equal to 1\u20ac and the partners participate in it with shares that can have a different value for each member.<\/li>
  • joint stock company<\/strong> (S.p.A. \u2013 Societ\u00e0 per azioni) is more suitable for big companies and it needs a minimum capital of 50,000 \u20ac. With this type, the partners can participate with shares whose value is fixed and is the same for every partner.<\/li>
  • partnership limited by shares<\/strong> (Societ\u00e0 in accomandita per azioni) is a particular version of the joint stock company which allows you to have two categories of partners: those who can run the company and who, in case of mistakes, have to pay for damages (general partners), and those who can not run the company and who have to answer for the debts only within the limits of their shareholding (limited partners).
    Limited liability companies are currently the most used for a new business. There are a few subtypes of S.r.l. to take into consideration. Let\u2019s see them more specifically.<\/li><\/ul>

    1. Ordinary S.r.l.<\/h4>

    A limited liability company (S.r.l.) is the simplest and most flexible company you can start. An S.r.l. can have a minimum company\u2019s capital equal to 1 \u20ac and a limitless maximum capital. It can be started with reduced costs and in a quick way by going to the notary. Moreover, an S.r.l. is recommended as it is suitable for starting any business quickly and without particular fulfilments. For this reason it is the most chosen type of company in Italy.<\/p>

    2. Innovative startup<\/h4>

    An innovative startup is an S.r.l. that has the advantage of benefitting from a considerable saving on initial taxes and from other reductions (e.g. the partners can have access to fiscal incentives and special funds). The business, however, has to regard the manufacturing, development and sale of products or services that are innovative and highly technological, and it has to observe certain requirements. The startup can be started quickly as well.<\/p>

    A startup is recommended for starting an innovative business. It is conceived for those who deal with products or services that are new on the market or anyway made through a highly-technological process. These features must be clearly indicated in the corporate purpose of the startup. For example, a company that develops a management software which automates corporate accounting (innovative aspect) and makes use of a proprietary algorithm for data processing (highly-technological aspect).<\/p>

    3. S.r.l.s.<\/h4>

    A simplified S.r.l. (or S.r.l.s. \u2013 S.r.l. semplificata) is a particular type of S.r.l. that has lower initial costs compared to a standard S.r.l. but it has many limitations. In particular, the partners can only be natural persons, the corporate capital cannot exceed 9,999 \u20ac and it is not possible to personalize the articles of partnership (e.g. it is not possible to limit the sale of the partners\u2019 shares). The only advantage of an S.r.l.s. is that, compared to an S.r.l., you don\u2019t have to pay a fee for setting it up.<\/p>

    After setting it up, an S.r.l.s. is subject to the same management costs of a standard S.r.l., as the taxes and the fulfilments of the two types of company are the same (e.g. accounting and balance). In order to go beyond the limitations of an S.r.l.s. it is necessary to convert it through a notary deed, with a higher cost than directly setting up an S.r.l.<\/p>

    How to start a company: steps and stages<\/h3>

    In order to create any company it is necessary to make a series of steps. The partners can directly set it up by going to the notary or they may decide to only undertake, for the future, to create a company. Here come the details of the two alternatives.<\/p>

    Before actually setting it up, the future partners can undertake to go to the notary by a certain date. This commitment may result from a written agreement, through the signing of a preliminary company agreement. This agreement also gives the possibility of establishing the main aspects of the business, such as the corporate capital and the type of company.<\/p>

    The alternative consists in directly setting the company up. This is the quickest and most chosen option. Let\u2019s see all the necessary fulfilments.<\/p>

    1. Creating the deeds of partnership<\/strong>
    The first step is the creation of the articles of association and the deed of partnership. The latter contains the data related to the partners and the company (e.g. the name of the S.r.l.). The articles of association regulate the inner workings of the company (e.g. they describe the powers of the administrators, sole director or board of directors).<\/p>

    2. Depositing the capital<\/strong>
    After creating the deeds of partnership, the partners have to deposit the corporate capital. The partners freely decide the amount to be deposited, however it is always recommended that you cover the initial costs (e.g. for purchasing the necessary machinery). The deposit can be made with a bank transfer or, in some cases, with a bank draft.<\/p>

    3. Setting up and drafting at the notary<\/strong>
    The next step consists in going to the notary for setting up the company. Starting from 14 December 2021 it is no more necessary to be in person at the notary office; it is possible to set up the company online with the notary, using a webcam. All the partners and administrators of the company must be present in person or by videoconference (in this case they will also need to have an active digital signature). The notary will identify those present, will check that the capital has been deposited and will formalize the setting up of the company.<\/p>

    4. Initial fiscal fulfilments<\/strong>
    The company must have its own tax code and VAT number. These codes are assigned by the Italian Revenue Agency (Agenzia delle Entrate) and they usually match. These initial fiscal fulfilments are often taken care of by the accountant who looks after the book-keeping of the company.<\/p>

    5. Enrolment in the business register<\/strong>
    Once you have obtained a tax code and a VAT number, the company is enrolled in the business register. This register is a computerized database that contains the information regarding the Italian companies (e.g. registered office and certified email address \u2013 P.E.C.). The enrolment is carried out by the notary, and with this fulfillment the company becomes for all intents and purposes an autonomous subject compared to the individual partners (it acquires the legal status).<\/p>

    6. Communicating the start of the business<\/strong>
    In order to be able to start the business, there is also a series of administrative and fiscal fulfilments to carry out. It is necessary to communicate the start of the business, which consists in sending some telematic declarations to the relevant authorities. The communication will vary according to the type of business, for example a construction company must present a specific certified notice (SCIA).<\/p>

    How much does it cost to start a company<\/h3>

    The costs of a company are divided into two categories: the notary costs for setting it up and the costs to run the business. Let\u2019s see them in detail.<\/p>

    Costs for setting up the company and for the book-keeping<\/h4>

    The costs for setting up the company can vary greatly depending on the demands of the partners, on the city and on the notary. On average, the total cost for starting an S.r.l. is around 1,500 \u20ac + VAT. The taxes depend on the type of company: for an ordinary S.r.l. you will have to pay around 600 \u20ac of taxes, for a startup around 200 \u20ac and for a S.r.l.s. there are no notary costs but only around 320 \u20ac of taxes.<\/p>

    Once the company has been set up, you have to complete the fulfilments to start the business and correctly manage the book-keeping. The accountant cost for an S.r.l. is, on an average, 3000 \u20ac per year, in addition to 700 \u20ac of taxes. This yearly cost includes a series of periodic fulfilments and the book-keeping of the company (e.g. paying the taxes and depositing the balance).<\/p>

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