COMPANY FORMS – ITALIAN COMPANY REGISTRATION
There are five different corporate forms that may be used for individuals or companies who are looking at starting or expanding their business activity in Italy. All of these company forms can be exclusively set up by foreign shareholders.
LIMITED LIABILITY COMPANY (Srl )
Private Limited company. Liability is limited to the amount of capital paid up. Most common form in Italy. You can have a sole member Srl or a Srl with several members. If sole member then you will need to deposit fully paid up share capital. Please contact us for assistance
STOCK COMPANY (SPA)
The liability of members of a SPA is limited to the amount of capital issued by shares. This is essentially a stock company in so far as it can offer shares publicly to the market or through a private offer to its founders. Please contact us for assistance
BRANCH (SEDE SECONDARIA)
This is a local office of the mother company*, with its own local VAT number. This is quite effective for establishing a small local presence or employing local staff when the major production is outside Italy.
This is generally a Srl which holds assets but does not trade. It can be used to hold trademarks, property and investments.
An Srl that forms part of a larger group of companies not located in Italy but having liability in Italy via its Srl status. This is 100% or majority owned by the mother company* in another jurisdiction.
SPECIAL COMPANY FORMS
Similar to a foundation in USA, Holland or Panama (without the anonymity), a foundation is the best solution to run a school or any other cultural activity at a serious level. The foundation can have limited resposibility and tax exemption. Minimum capital is usually Euros 52,000.
The ItalianTrust did not originate in Italy but is now part of the Italian legal system and its popularity is increasing. Usually the rules are similar to a trust in Jersey, Isle of Man or New Zealand (but tax costs are higher). A foundation is the most flexible solution to manage assets or heritages.
DIFFERENCES BETWEEN AN ITALAIN SRL AND SPA
- SRL Most common form in Italy for foreign investors and can be formed with one person. Share capital: 10,000 Euros if more than 1 member; 2500 Euros to be paid if 2 or more members.
- SPA More like a UK PLC, German AG or French SA in so far as shares are offered either publicly or privately and more rigorous financial reporting. An Spa is used when you plan to sell shares, project financing or when prestige is a must. Share capital 120,000 Euros.
- SRL Easy to administer. Accountancy is straightforward
- SPA If you are intending to be involved in banking, auxiliary financial, insurance or investment activities then you will require a SPA. Additionally, these operations may need licences. Please contact us for further details.
- SRL and SPA can be formed using 1 single shareholder or several shareholders – please note that if using 1 single shareholder then the amount of share capital should be fully paid up at 10,000 euros for SRL and 120,000 euros for SPA. Shareholders requirements are the same for SRL as well as a SPA. Please contact us for further information .
- SRL and SPA shareholders’ requirements are the same.