Corporate Law at Italy
Here’s an overview of Corporate Law in Italy:
📚 Legal Framework
Corporate law in Italy is primarily governed by the Italian Civil Code (Codice Civile), especially Book V which covers commercial companies.
Additional regulations come from:
Legislative Decree No. 58/1998 (Consolidated Law on Finance) for listed companies.
Italian Commercial Code provisions.
EU regulations impacting company law.
The Italian Companies and Exchange Commission (CONSOB) regulates publicly traded companies.
🏢 Types of Companies
Società a Responsabilità Limitata (S.r.l.) – Limited Liability Company
Suitable for small and medium enterprises (SMEs).
Capital divided into quotas (not shares).
Minimum capital: €1 (though often a higher capital is practical).
Flexible management and corporate governance.
Quotas are not freely transferable without approval.
Società per Azioni (S.p.A.) – Joint Stock Company / Public Limited Company
Common for larger businesses and listed companies.
Minimum share capital: €50,000.
Shares can be publicly traded.
Strict governance rules (Board of Directors, Shareholders’ Meeting, Board of Statutory Auditors).
More regulated in terms of disclosure and corporate governance.
Società in Accomandita Semplice (S.a.s.) – Limited Partnership
Two types of partners: general (unlimited liability) and limited (liability limited to contributions).
Used less often for corporations.
Società in Nome Collettivo (S.n.c.) – General Partnership
All partners have unlimited joint and several liability.
More common for small, family businesses.
🧑⚖️ Corporate Governance
S.p.A. typically governed by:
Board of Directors (or a sole director).
Shareholders’ Meeting.
Board of Statutory Auditors (for supervision).
S.r.l. governance is more flexible, can be managed by one or more managers.
Annual financial statements must be prepared and filed with the Register of Companies (Registro delle Imprese).
📝 Company Formation
Incorporation requires notarized deed.
Registration with the Registro delle Imprese (Chamber of Commerce).
Obtain a Tax Code (Codice Fiscale) and VAT number.
Company must comply with accounting, tax, and employment laws.
💰 Taxation
Corporate income tax (IRES): 24%.
Regional production tax (IRAP): approximately 3.9%.
VAT standard rate: 22%.
Additional social security and payroll taxes apply.
⚖️ Other Key Aspects
Shareholders have limited liability up to their contributions.
Strong protection of minority shareholders in S.p.A.
Mergers, acquisitions, and restructurings regulated under the Civil Code.
Italian courts and arbitration are used for dispute resolution.
EU directives impact rules on disclosure, transparency, and governance.
RELATED Blog
0 comments