Legal

Which legal structure can I choose?

There are different solutions for doing business in Italy:

Sole proprietorship
General Partnership (Società in nome Collettivo/Snc)
Limited Partnership (Società in Accomandita Semplice/Sas)
Limited Partnership by shares (Società in accomandita per Azioni/Sapa)
Corporation (Società per Azioni/ SpA)
Limited Liability Company (Società a responsabilità limitata)

Sole proprietorship

Owned by the owner itself (1 person).
No distinct existence from owner, so profit regarded as income of owner.
Sole traders can be personally liable for business obligations, as can their spouse.
Owner is accountable for company’s debts and may affect properties of owner (personal possessions may be used as a guarantee in case of financial difficulty)
Advice to have a minimum of 2 shareholders

General Partership or Snc (società in nome collettivo)

Owned by two or more persons
Partnership agreements will determine contributions, liability and entitlement.
Each partner is responsible for the consequences of the actions of the other partner(s) as well as all partners manage the business jointly.
All partners (and their spouses) are jointly, personally liable for business debts and obligations, though a marriage contract can protect spousal assets.
Closing business goes on terms of the partnership agreement signed by the partners

Limited partnership (società in accomandita semplice/Sas)

Owned and run by two or more persons
It has two kinds of partners: silent partners and limited partners
Silent partner tends to be the financial backer for the company
General partner tends to allow the active partner to make the day-to-day decisions and is only at legally at risk of losing their financial investment if they are not involved in managing the company in any way
General partners are liable to third parties and personal assets (including those of a spouse) are not protected from creditors (though a marriage contract can protect spousal assets)

Limited partnership by shares (società in accomandita per azioni/Sapa)

Consists of one or more jointly and severally liable partners
Comprising one or more limited partners who are only liable up to the amount they contributed
Minimum of 2 shareholders, one managing partner and one limited partner
Shares are freely transferable

Corporation (società per azioni/SpA)

Company treated as a juridical person having a separate legal personality from its stakeholders
Shares are offered to the public and are freely transferrable
Shareholder must be 35 years old or older
Minimum required share capital of € 120,000
Not compulsory to choose directors among the shareholders.
Financial statements must be published annually

Limited liability company (società a responsabilità limitata/Srl)

Minimum required capital € 10,000
May not offer shares to the public and restrictions are placed on the transferability of their shares
Financial statements must be published annually

Joint venture

Agreement between partners on mutually agreed terms

For more information on the various forms of businesses and their establishment, please refer to the Ministry of Foreign affairs.

How do I set up a company in Italy?

In order to start a company in Italy, a certain procedure should be followed which involves filling out specific documents such as the articles of association, affidavits, specimen signatures and other acts regarding the new firm. The investor or his/her representative must contact the Italian Trade Register in order to set up a company in Italy.

Below is a quick summary of steps of setting up a company in Italy, provided by Doing Business of World Bank :

Execute a public deed of incorporation and company bylaws before a public notary and pay registration tax. Click here for a list of notaries in Italy.
Buy corporate books and accounting books either at a notary or at the Register of Enterprises (Registro delle Imprese).
Pay government grant tax to the post office current account.
Register the Company through Comunicazione Unica.
Notify the competent Labor Office (DPLMO) of the employment of workers.

For detailed information on the various steps, please click here .

Starting or running a business?