Companies and associations

A foreign investor may set up a company in Italy, create an association or undertake any other operation but if he is not well informed and advised by the right professional, he faces several difficulties.

In short, we can say that Italian companies can be divided into two main categories:

• partnerships (as società semplice - s.s., società in nome collettivo s.n.c. and società in accomandita semplice -s.a.s.). In this kind of company the members are more important than their paid in capital. Members are general partners: if the company cannot pay its debts, generally partners must do it, so they risk all their assets;
• joint stock companies/limited companies (as società per azioni – S.p.a., società a responsabilità limitata – S.r.l. and società in accomandita per azioni – S.a.p.a.). In this kind of company the paid in capital is more important than members. Generally, members are limited partners: if the company cannot pay its debts, partners have not to do it, so they don't risk all their assets but only their investment.

This company is considered existing only on the incorporation date when it is registered at Italian Companies House (Registro delle imprese) and not just when the memorandum and articles of Association are signed.

There are also companies called “Cooperative” and “Mutue assicurazioni” that have not a lucrative purpose but a mutual one and they are subject to specific principles.

Limited companies (S.r.l.) are similar to Ltd. Companies and are the most common ones in the country because they mix features of the first category (a more simple Statutory Maintenance) and the benefits of the second one (limited liability), instead S.p.a. are more similar to Plc. Companies  and become the right choice for very big and complex investments (many of them are listed companies too).

However, the choice of the company is affected by many issues and many different features that change between companies: the corporate governance, the members' rights, the power of the Directors, the mandatory stock capital requested under Italian law, the way you can transfer shares and, of course, the corporation tax system. Many other aspects and benefits (such the ones for Small Medium-Sized Enterprises and startup companies) are regulated by specific laws and need an analysis with the notary and your accountant.

Tips

• in order to set up your company, you and other members need to get an Italian tax code at any Agenzia delle Entrate's office;
• if you sign the memorandum of incorporation of your Italian Branch NewCo as Director of your foreign company, you must give us the current certificate of incorporation, the good standing and other documents that entitle you to set up the company. All these documents should be legalized (see here for more).