|
|
More
Info about Italian Companies
A common legal issue facing many business is the choice of structure.
We will advice on your trading entity and help you in deciding which may be appropriate for you and whether you need
to be.
In Italy there are basically two forms of companies with limited liabilities.
"Societą a Responsabilitą Limitata"
SRL and "Societą per Azioni"
SPA.
In both the company is only answerablewith its asset for the obbligation of the company.
Theliabilities of the shareholder is limited to the amount of the partecipation subscribed by each of them.
In the case of a branch, the parent company is directly responsible for all the debts of the Italian branch.
On the contrary, in the case of a subsidiary, the company is only answerable with its assets for the obligations of the company.
The liability of the stockholders is limited to the amount of the participation subscribed by each of them.
COMPANY FORMATION:
Notary Public, is necessary to set up both an SPA and an SRL.
The act of incorporation consists of two parts: Memorandum
of Association and Articles of Association (By-laws).
STOCKHOLDER - QUOTAHOLDER:
The minimum number of stockholders (SPA) or Quotaholder (SRL) is one.
There are no limitations on maximum number,
residence or nationality except restriction based on international treaties reciprocity rules.
GOVERNANCE:
For SPA, the common system is based on the shareholders'meeting, which appoints the administrative body (board of directors
or sole director), the supervisory body (board of statutory auditors called "Collegio Sindacale") and the registered auditor.
The Board of Statutory Auditors is appointed by the Stockholders for a period of three years.
For SRL is not mandatory have the
supervisory body and the registered auditor, they become mandatory with a capital equal to or exceeding 120,000 Euro.
The appointment of the Board of Statutory Auditors is also mandatory if, for two subsequent financial years, the company
has passed two of the following three limits:
a) total assets in the balance sheet: euro 3,650,000;
b) earnings from sales and provisions of services: euro 7,300,000;
c) staff employed as an average during the financial year: 50 units.
When the appointment of the board of statutory auditors is mandatory, the appointment of a registered auditor or an Audit Firm
is also compulsory.
However, when the company is listed, only an audit firm can be appointed.
The registered auditor (or the audit firm)
must perform a quarterly audit they also must prepare a report on the financial statements that includes an assessment on accounting,
the reliability of the financial statements and the results of the a.
COMPANY FORMATION:
Notary Public, is necessary to set up both an SPA and an SRL.
The act of incorporation consists of two parts: Memorandum
of Association and Articles of Association (By-laws).
STOCKHOLDER - QUOTAHOLDER:
The minimum number of stockholders (SPA) or Quotaholder (SRL) is one.
There are no limitations on maximum number,
residence or nationality except restriction based on international treaties reciprocity rules.
GOVERNANCE:
For SPA, the common system is based on the shareholders'meeting, which appoints the administrative body (board of directors
or sole director), the supervisory body (board of statutory auditors called "Collegio Sindacale") and the registered auditor.
The Board of Statutory Auditors is appointed by the Stockholders for a period of three years.
For SRL is not mandatory have the
supervisory body and the registered auditor, they become mandatory with a capital equal to or exceeding 120,000 Euro.
The appointment of the Board of Statutory Auditors is also mandatory if, for two subsequent financial years, the company
has passed two of the following three limits:
a) total assets in the balance sheet: euro 3,650,000;
b) earnings from sales and provisions of services: euro 7,300,000;
c) staff employed as an average during the financial year: 50 units.
When the appointment of the board of statutory auditors is mandatory, the appointment of a registered auditor or an Audit Firm
is also compulsory.
However, when the company is listed, only an audit firm can be appointed.
The registered auditor (or the audit firm)
must perform a quarterly audit they also must prepare a report on the financial statements that includes an assessment on accounting,
the reliability of the financial statements and the results of the audit performed during the fiscal year.
DIRECTORS:
The management of the company may be entrusted to a sole director or a board of directors.
Directors do not need to be Stockholders or Quotaholder.
There are no restrictions regarding their number, nationality or place of residence.
However, the appointment of non-EU (European Union) nationals
as directors is subject to certain restrictions.
The directors' remuneration is determined by the articles of incorporation or by the shareholder'
meeting.
The board of directors may decide on special remuneration for directors with special responsibilities.
VAT:
The opening of a branch in Italy must be notified to the local VAT office within 30 days.
Once received the information the local VAT office will then assign the VAT code. Branch is obliged to delivery the annual Vat Return.
A branch in Italy of a foreign enterprise is subject to the value added tax on goods delivered, on services rendered as well as on imports.
The standard rate is levied at 20%.
Periodically (monthly/quarterly), the branch must pay the difference between the VAT charged to their customers in the preceding
month/quarter (depending on the annual turnover), and the VAT debited to them by their suppliers in the same period.
Should the credit exceeds the VAT liability, the balance may be carried forward so that it can be deducted in the following period (month or quarter) and
so on until the end of the calendar year.
The balance not offset in the annual VAT return can be deducted in the following months/quarters
of the subsequent year.
Generally, the refund must be claimed by filing the annual VAT return.
INCOME TAX:
the establishment of a branch in Italy must also be notified to the local Tax Office having jurisdiction within 3 months.
Once registered with the Italian Tax Authority, it will assign a tax code.
Branch is obliged to delivery the annual Revenue Return
|
|
OUR SERVICES:
Preparing all the documents for the branch setting up;
VAT Registration;
Request of licencing;
Bank account opening;
Social Security Registration Domiciliation;
Accounting and Payroll;
Contract set up;
Furnished offices;
Domiciliation;
|
|
|
»
Kind of Companies
»
Branch Office
»
Corporate Tax
»
Vat
|
