Setting up an SRLS in Italy
It has been some years that the Simplified Limited Liability Company was introduced in the Italian Civil Code and it has made its way as a viable, fast and cheap to form a subsidiary in Italy. SRLS company structure is very similar to a limited company and it is granted ‘separate legal personality’, which means that the company will be liable for its obligations and torts rather than the shareholders and the directors. SRLS is designed to help young entrepreneurs to create a company with a feasible amount of investment.
Incorporation of an SRLS is simpler and cheaper than the general incorporation process under Italian company law. The steps required for the creation of an SRLS are in most respects similar to the incorporation of a limited company. However, Articles of Association the draft bylaws are more standardised and a set of Model Articles can be easily found on the website of Gazzetta Ufficiale, which is the official journal in Italy for the publication of laws and news. Minor changes can be enough to obtain the company’s constitution tailored to the needs of your company.
Necessary elements in a deed of incorporation are the following:
- Company name.
- Registered office and local branches.
- Name(s) of the share/quota holder(s) and their stake in the company.
- Corporate purpose.
- Statement of capital.
- Information on the shares.
- Rules concerning the management.
- Identity of Company directors and, if any, the secretary and statutory auditors and their appointment.
- Value attributed to the in-kind contributed credits and/or assets.
- Rules on distributions.
- Term of office of directors, statutory auditors and auditing firm.
- Duration of the company.
- Amount of expenses necessary for incorporation.
Same as for limited companies, a correct SRLS formation procedure, among other requirements, provides for the deed of incorporation to be notarized, as well as other limited liability companies. The advantage of the SRLS is that a notarial deed is faster and exempt from notary fees and is readily registered in the Register of Companies.
In fact, the simplified procedure and the limited investment personal element of the company typical requirement of an SRLS is that all shareholders must be natural persons, but directors can be third parties from the shareholders.
In addition, subscription of share capital is much more flexible, being €1 the minimum required to successfully set up an SRLS. Once the notary has punted the seal thereunto, the company is ready for registration.
All companies in Italy must have a VAT position open and a functioning bank account in order to start trading. Indeed, the company comes into existence only after the Certificate of Incorporation is issued by the Register of Companies, but it cannot operate without a bank account.
Therefore, if time becomes the most compelling issue for you, VGS Lawyers can advise in drafting a personalized set of Articles of Association and opening VAT and bank account, being your only need to communicate us the name of the directors and shareholders.