Which type of companis exist in Italy?

There are four different types of companies:

  1. Partnerships (Società di persone);
  2. Limited Companies (Società di capitali);
  3. Co-operative societies (Società cooperative) and
  4. Mutual insurance companies (Società di mutua assicurazione).

Partnerships are divided into:

  • Simple Partnerships (s.s. società semplice);
  • General Partnership (S.n.c. società in nome collettivo);
  • Limited partnership (S.a.s società in accomandita semplice).

Corporations are divided into:

  • Limited Liability Coompany (S.r.l. società a responsabilità limitata, and S.r.l.s. società a responsabibilità limitata semplificata)
  • Joint Stock Company (S.p.A. società per azioni);
  • Partnership limited by shares (S.a.p.a. società in accomandita per azioni).

What is the minimum capital requirement in the different types of companies?

  • Partnerships: do not require a minimum capital
  • S.r.l. minimum capital of 10.000 Euro
  • S.r.l.s minimum capital of 1 Euro
  • S.p.A. and S.a.p.a. minimum capital of 50.000 Euro

Are there any requirements to the management of a company?

– The management of an S.r.l. is entrusted to one or more directors (Board of Directors) chosen by the shareholders.

The shareholders may also appoint a sole auditor or a board of auditors (Collegio Sindacale) when required by the By-laws or when it is mandatory (important modifications have just been introduced by D.Lg 14/2019)

– An S.a.s has two type of partners: a Managing Partner (soci accomandatari) and a Silent Partner (soci accomandanti)

– An S.p.A. can have one of the following management structures:

  1. Traditional model: consisting of one Director or a board of Directors, and a supervising body called Board of Statutory Auditors (they control the actions of the director/s and the accounts of the company). They are both appointed by the shareholder’s meeting.
  2. Dualistic model: the shareholders elect a supervisory commitee, that then appoints a management board.
  3. Monistic model: consists of a board of directors appointed by the shareholders. The boards appoint an internal audit committee.

Which documents are required in order to establish a company?

  1. Memorandum – Atto Costitutivo
  2. Article of association – Statuto

How to register a company in Italy?

In order to register a company in Italy, there are the following stepts:

  • Deposit at least 25% of the capital in an account opened in the name of the company
  • Drafting a notarised deed of incorporation. This must include the name of the company, information regarding the shareholders, purpose of the company, and all the information relative to the directors, By-laws, etc.
  • Filing an application to the Italian Business Register belonging to the Chamber of Commerce. With the certificate of incorporation (certificato della camera di commercio) the company will also receive a tax identification number and a VAT number.

Is the ownership public?

Yes. The ownership of the quotas or shares shall be available at the Italian Business Register in the Company Registration Report.

Can a foreign person or company owe shares in an Italian Company?


What is the company tax rate in Italy?

Companies are subject to a corporate income tax (IRES) 24% and a regional production tax  (IRAP) 2,9%.

The rules for issuing dividend

The decision to distribute dividend must be taken by the shareholder’s meeting at the time of approval of the financial statements or at a later date.