Entity set up
Italy
Società a responsabilità limitata (S.r.l.)
Typical documents include: (i) a list of Italian company’s quota-holders and all information regarding the foreign company wishing to incorporate it; (ii) power of attorney, notarized and apostilled, if necessary, issued in favor of the persons who are requested to carry out the incorporation meeting in Italy; (iii) certificate of existence and good standing of the quota-holders; (iv) specific information about the company management; (v) Italian Fiscal Code of the Italian company’s directors and of the auditing body (if any) (at this respect, please note that any non-Italian citizen director must request the issuance of an Italian tax code); (vi) bylaws and deed of incorporation of the company, which must have the specific requirements provided by the Italian Civil Code.
At least 25 percent of the contributions in cash of the corporate capital must be deposited in a temporary deposit, in proportion of the interest underwritten by each quota-holder and all of the capital must be duly underwritten; otherwise, the incorporation meeting cannot take place. The remaining contributions of the corporate capital must be paid in when requested by the board of directors or the sole director. In case of sole quota-holder, the entire amount of the corporate capital must be paid in at time of incorporation.
Società per azioni (S.p.A.)
Typical documents include: (i) a list of Italian company’s shareholders and all the information regarding the foreign company wishing to incorporate it; (ii) the company shareholder’s ledger and shares’ certificates; (iii) Italian Fiscal Code of the Italian company's directors and of the auditing body (please note that any non-Italian citizen director must request the issuance of an Italian tax code); (iv) bylaws and deed of incorporation of the company, which must have specific requirements provided by the Italian Civil Code.
The entity setup is subject to the following: (i) the share capital must be entirely underwritten; (ii) the provisions contained in Articles 2342, 2343 and 2343-ter of Italian Civil Code must be respected; (iii) the authorizations and the other conditions provided by special laws for the incorporation of the company, in relation to its particular purposed, shall apply.
Branch office
- Not a separate legal entity from its parent company.
- However, it still has the power to permanently represent the parent company in Italy.
- It is autonomous with respect to the way in which it organizes its activities in Italy.
- It has decision-making ability to carry on the business of its parent company in Italy.
- 1 or more persons are granted with the ability to represent the branch office in Italy (the so-called “preposto/i”).
- It is taxed on its earnings at a corporate level. Once the gross profits have been taxed in Italy at the branch level, they can be transferred to the parent company (foreign headquarter) without further Italian taxation (technically they are not dividends since the net profit of an Italian branch already belongs to the parent company).
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Typical charter documents include, but are not limited to, the following: registration with the appropriate Companies’ Register, issuance of an Italian fiscal code and VAT code for the branch office, issuance of an Italian fiscal code for the legal representative(s) of the branch office, statement of new activity in Italy, a resolution adopted by the competent corporate body of the parent company upon the incorporation of the branch and granting of powers to the preposto.
Representative office
- Not a separate legal entity from its parent company.
- It does not have the power to represent the parent company in Italy.
- It can only carry out promotional and advertising activities in Italy, receive and provide information on behalf of the parent company, carry out scientific research activity, create relationships with possible clients and monitor the Italian market.
- Cannot bind the parent company to any 3rd party.
- It is not subject to taxation in Italy (by definition a representative office does not carry out a business activity), and
- Typical charter documents include: registration with the Economic and Administrative Register (REA) and issuance of an Italian fiscal code for the representative office and for its legal representative.