Tannet Group Limited has over 10 year experience about investment in Italy, the following article is the introduction of the procedures for application for certificate of origin at Italy, we do hope it can be useful, and help you to start and run the business in Italy.

a) Introduction:
The rules governing companies are contained mainly in the Italian civil law as reformed by Italian Law No. 366 of 3 October 2001 (“the Company Law Reform”)  and the subsequent Legislative Decrees adopted by the Italian Government .
The main types of business organizations with limited liability are the public limited company (Societa per Azioni, “SpA”) and the private limited company (Societa a responsabilita limitata, “SrI”). Large undertakings and foreign investors usually resort to forming an SpA, whereas smaller undertakings resort to forming an SrI.

b) Public Limited Company (SpA):
In a public limited company, only the company’s assets are liable for the obligations of the company. Therefore, the liability of the shareholders in a public limited company is limited to the amount of the capital participation subscribed by each of them. The capital participation of the shareholders is represented by shares, and the minimum share capital is €120,000.

The basic substantial requirements for the formation of an SpA are:
‧ a minimum of one shareholder; shareholders may be individuals or companies, Italian or foreign;
‧ a minimum capital of €120,000 which must be fully subscribed. Contributions to the capital may be made either in cash or in kind;
‧ the full payment of at least 25% of the contributions to the capital made in cash (the full capital, if the company has only one shareholder); and
‧ if applicable in relation to the corporate purpose of the SpA, the specific governmental authorizations needed will have to be issued and the other mandatory conditions fulfilled.

The charter of an SpA must contain information regarding the following matters:
‧ name, location, date of birth and citizenship of the founding shareholders;
‧ indicating the number of shares held by each founding shareholder;
‧ the corporate name, and the Commune where the company’s registered office and any secondary branches are located;
‧ the corporate purpose;
‧ the capital of the SpA subscribed and paid;
‧ the number and the nominal value of the shares of the company and the nature of the shares (i.e. bearer or registered shares);
‧ a description and the value of any contributions in kind;
‧ the rules governing the distribution of profits;
‧ a description of and the reasons behind any special benefits granted to the founding shareholders;
‧ the governance system chosen for the company, the number and the powers of the members of the board of directors, also indicating who has the power to bind the company;
‧ the number of members of any audit committee;
‧ the duration of the company;
‧ the total cost of incorporation;
‧ the duration of the corporation or, if the corporation is established for an unlimited time, the period after which a shareholder can withdraw from the company.

Within 20 days of the incorporation of the company before the notary public, the deed of incorporation must be deposited with the Register of Enterprises (Registro delle Imprese) in whose jurisdiction the registered office of the company is located.
No specific government approvals are needed for the incorporation of an SpA. However, in certain regulated industries, the company may have to apply for specific government approvals or licenses prior to starting its operations.
Different, and stricter, procedural rules apply to “open” SpAs, i.e. SpAs whose shares are listed on the stock market , as compared to “closed” SpAs.

c) Private Limited Company (SrI)
In an SrI (just as in an SpA) the liability of the shareholders is limited to their respective quotas, and the obligations of the company are guaranteed only by its assets .
Since 1993, it is possible to incorporate an SrI with a sole shareholder. However, if this is the case, the name and the personal details of the sole shareholder must be filed with the Register of Enterprises. Mention of such “one person Srls” must be indicated in any correspondence and in any other documents of the company.

Quotas grant the same rights pro-rata to their par value. Any transfer of such quotas must be entered in the register of shareholders of the company and such entry must be authenticated by a Notary and filed with the Register of Enterprises within 30 days from the date of the transfer. The minimum equity capital is €10,000.

The basic substantial requirements for the formation of an SrI are: a minimum capital of €10,000 which must be fully subscribed. Contributions to the capital may be made either in cash or in kind;
‧ the full payment of at least 25% of the contributions to the capital if made in cash (whereas in case of“one person” Srls the full amount of the contribution should be paid)
The charter of an SrI must contain information regarding the following matters:
‧ name, location, date of birth and citizenship or state of incorporation of each shareholder;
‧ the corporate name, indicating Sri, the Commune where the registered office of the company and any secondary branch are located;
‧ the activity constituting the company’s object;
‧ the capital of the SrI subscribed and paid;
‧ the contribution of each shareholder and the value given to any contributions in kind;
‧ the quotas assigned to each shareholder;
‧ the rules concerning the functioning of the company, in particular with reference to the governance and to the attribution of any power of attorney;
‧ the persons in charge of the administration of the company and to accounting control;
‧ the total cost of incorporation.

Within 20 days of the incorporation of the company before the notary public, an extract of the deed of incorporation must be deposited with the Companies’ Register (Registro delle Imprese) in whose jurisdiction the registered office of the company is located.

Procedure for Setting up a Business:
To incorporate an SpA or an SrI, the founders (or their legal representatives) must appear before a public notary to present the company’s charter, described in Section 1 above. The company’s articles of association (statuto), providing for the rules governing the company’s operation, are also an integral part of the incorporation deed. The articles of association provide for the specific rules concerning the company’s administration and shareholders’ meetings.

Further to its registration with the Register of Enterprises, the company comes into existence. The time needed for the entire procedure normally varies depending on the location, but it normally amounts to two weeks. It is possible to carry out business transactions after a few days from incorporation, but the company’s liability will not be limited until having obtained due registration with the Registrar of Enterprises.

All the information and data above is only for reference, for further information, please feel free to contact us.