The Italian – simplified – limited liability company: an overview
According to Italian Law, the simplified limited liability company (hereinafter SRLS) is governed by art. 2463 Civil Code. It constitutes a subset of traditional limited liability company and it was born to encourage the incorporation of new companies. It is possible to build a SRLS by contract or unilateral act from physical person. The act shall include:
· – Personal Data of any shareholder:
· – The corporate name of the New Co;
· – Share capital amount;
· – Share capital must be subscribed and fully paid-in;
· – Art. 2463 requirements n. 3) 6) 7) and 8)
· – Date and location of the subscription.
It is important to notice that State-ruled clauses do not admit any exemption and they cannot be amended.
Compared to the traditional SRL, the SRLS is not subject to same notary fees while the share capital can be equal to €1,00. However, in the context of the SRLS, the amount of the share capital cannot go beyond €9.999,99 while shareholders shall undertake cash contributions.
The advantages of such type of company are undoubtedly the simplicity of the incorporation procedure, absence of notary fees and limited liability.
SRLS incorporation costs include:
· Registration fee of the incorporation act (€200,00);
· Italian Chamber of Commerce fee (€100,00);
· Certification fee of Company books (€309,87);
The SRLS is dissolved in the following cases:
· – The achievement of the business purpose;
· – The Board is unable to perform its activities:
· – The amount of share capital is reduced beyond legal limits:
· – Board decision;
· – In those cases stated by articles 2437 Civil Code quater and 2473 Civil Code
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