Five Steps to set up a Limited Liability Company in Italy



Nowadays,more and more Chinese enterprises invest in Europe, and the Italian government also welcomes investors from all over the World to make investments and set up companies in Italy. Generally Italian companies often use S.R.L. (limited liability Company) and S.P.A. (joint stock limited company) as the legal form. The procedure for the establishment of much simpler and the required minim registered capital is relatively low, that is why most of the investors prefer this legal form to set up their first company in Italy.


S.R.L. is similar to a limited liability company in China.The company shall bear all the liabilities of the company with its assets. The shareholders only take responsibility for the capital contributed to the company, and their personal property will not be affected in case of company’s insolvency. This type of company can be set up on the base of an agreement between two or more parties, but also by a single subject (s.r.l. unipersonale). Natural persons and legal persons can both become shareholders of limited liability companies and the minimum registered capital is €10.000.


Step One: Choose the investment subjects. Both individuals and companies can be the investment subjects. If the company is the investor, it first needs to go to the local business authorities to obtain the overseas investment back-record.


Step two: Prepare all the required documents for the registration of the newly established Italian company and go to the notary office in China. After get the notarial certificate, go to the Italian Embassy or Consulate in China to authenticate the notarization. Required notarized and certified documents include but not limited to: business license of the parent company (company as the investor) and investor’s passport (individual as the investor).


Step Three: Go to the Italian Tax Bureau (Agenzia delle Entrate) or the Italian Embassy/Consulate in China to apply for an Italian tax code, and then you need to find a good location for an office through Italian real estate agency or related websites. In some special circumstances the company may also use a virtual address to register the company.


Step Four: Open a capital account and transfer the registered capital into the account. The legal representative of the new established company (if the legal representative cannot speak Italian, he should be accompanied by qualified translators) should go to an Italian notary, read and sign the Incorporation Deed and Articles of Association in front of the notary.


 Step Five: After the aforementioned steps are completed, you need to bring all the documents for the incorporation to complete all the registration procedures at the Italian Chamber of Commerce. Then you should open a basic bank account, complete the recruitment of personnel and open an Italian Social Security account.


Though the procedure is complicated, all procedures can be done with the assistance of an Italian Lawyer.


In Italian Mergers and Acquisitions process we will often use more the form of S.P.A. (JointStock Company) considering the high value of project. In the next issuance, we will introduce the steps to set up other kind of companies, so stay tuned.

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