Slides presented during #ISVwebinar n°3, 27 September 2016.

2. #Italian Corporate Law
A brief introduction to certain ascpects of
Italian corporate law
SPEECH BY
Micol Mimun

3. #Italian Corporate Law – An
Overview
“The most careful thing is to dare”
(Shimon Peres)

4. #What are the main forms of
business vehicle used in Italy?
Italian types of partnership (società di
persone):
# Simple partnership (società semplice)
# General partnership (società in nome
collettivo)
# Limited partnership (società in
accomandita semplice)

5. #Italian types of partnership
(società di persone)
Why yes?
# No minimum corporate capital is required, low costs for
incorporation and maintenance. Central role played by
their partners.
Why not?
# Under italian law (article 25, second paragraph, of
legisletive decree no. 179/2012), innovative startups
are required to be set-up in the form of corporate
capital (società di capitali) members of partnerships are
jointly liable with their partnership and do not benefit
from limited liability for the partnership's business
(except for limited partners of Sas).

6. #What are the main forms of
business vehicle used in Italy?
# Limited liability company (società a
responsabilità limitata) (SRL).
# Simplified limited liability company
(società a responsabilità limitata
semplificata) (SRLS).

7. #What are the main forms of
business vehicle used in Italy?
# Joint Stock Company (società per
azioni) (SPA).
# Company limited by shares (società in
accomandita per azioni)(SapA).

8. # Limited liability company - Article
2462 of Italian Civil Code
# quotas
# minimum corporate capital of EUR10,000
# at incorporation, the capital shall be entirely
subscribed by each participant. If more than 1
quotaholder, 25% of the company’s capital
contributed in cash must be paid in. If 1
quotaholder the corporate capital shall be fully
paid- in.
# the payment of the capital may be replaced
by goods, credits or services.

9. # Limited liability company with
1 Quotaholder
# the company corporate capital shall be
fully paid in at the time of incorporation
(article 2464, paragraph 3, of the
Italian Civil Code);
# the directors or the quotaholder itself
shall provide the Companies’ Register
with certain information on the sole
quotaholder (protection for creditors)

10. #Limited liability company with
one quotaholder
# If one of the 2 previous requirements is
not fulfilled and the SRL becomes
insolvent, the sole quotaholder shall be
jointly liable with the SRL for any
liabilities undertaken by the company in
the period when all the quotas belonged
to the sole quotaholder #!

11. # Simplified limited liability company -
Article 2463-bis of Italian Civil Code
# quotaholders = individuals (not
entities);
# capital requirements: € 1 up to € 9,999
Euro;
# capital to be fully subscribed and paid in
at the time of the incorporation;
# contribution in cash only (no goods,
credits or services to replace the
payment of cash)

12. # What are the main advantages for a
startup to be incorporated under the form
of limited liability companies?
# create and issue special categories of
quotas;
# offer its quotas to the public; equity-
crowdfunding on line portals,
# perform transactions on its own quotas;
# issue financial instruments (strumenti
finanziari partecipativi) also against the
contribution of work and services from its
quota-holders or third parties.

13. # Simplified Limited liability company -
Article 2463-bis of Italian Civil Code
# Advantages? Little amount required for
the incorporation Euro 1 but less than
Euro 10,000 (#but be careful!). No
notary fees. No stump duties.
# Disadvantages? the capital shall be fully
subscribed and paid in at the time of
the incorporation (#not for all); the
contribution shall be made in #cash
only
•

14. # What about the joint stock
company (SPA) ?
# shares
#minimum corporate capital of
EUR50,000

15. # Company limited by shares
(SAPA)
# has both limited liability
shareholders and unlimited liability
shareholders

16. # What are the main formalities for
setting up a company?
# Drafting of a notarised deed of
incorporation.
# Subscription and payment of the
corporate capital.
# Appointment of the directors and, in
certain cases, statutory auditors and
auditing firm.

17. # What are the main formalities for
setting up a company?
# Filing and registration with the
competent Register of Enterprises
(RoE).
# Directors and quotaholders must apply
for an Italian tax code

18. # What are the main formalities for
setting up a company in our
jurisdiction?
#Please note!#
The incorporation is completed upon
registration with the RoE, when the
company legally comes to existence as
a separate legal entity.

19. # What are the main legal requirements
for the composition of a company's
board of directors?
# Sole director
# one or more directors with a single
signature or joint signature.
# A board of directors
The quotaholders' meeting can freely
determine the number of directors, if
the number is not provided in the
company's bylaws.

20. #What are the main legal requirements
for the composition of a company's
board of directors?
# The board of directors can be composed of
individuals or legal entities.
# The company's shareholders or quotaholders
can also be directors of the company.
# Directors are appointed at the execution of the
incorporation deed. For subsequent
appointments, at the quotaholders' meeting.

21. # What do they do?
# Directors have the duty of managing
the company and are responsible for it.
# In an Srl, one or more directors can
request that the quotaholders'
meeting resolve specific issues that are
usually resolved by the management
body (Article 2479, Italian Civil Code).

22. # Restrictions for directors?
# no nationality restrictions or requirements
provided that the reciprocity condition is
fulfilled (Article 16, preliminary provisions,
Italian Civil Code).
# no proxy.
# at least one director should be an Italian
resident (highly recommended)
# audio-video conferences if so provided by the
company’s bylaws.

23. # Does an SRL need to have a controlling
body (article 2477 Civil Code)?
Yes, if:
A. the company has a corporate capital
equal to EUR 50 k.
B. consolidated financial statements.
C. controlling body appointed by the
controlled company.
D. has gone beyond two of the economic
requirements provided by Article 2435-
bis for two consecutive years

24. # Quotaholders’ meeting (article
2479-bis Italian Civil Code)
# An ordinary quotaholders’ meeting shall
be convened, at least, once a year for
the approval of the yearly balance sheet
# quotaholders may be represented at the
meetings by proxy
# written consent or written consultation
method are also allowed

25. # Quotaholders’ meeting (article
2479 bis of Italian Civil Code)
# audio-video conferences means are
allowed
# Quorum and majorities necessary to
pass resolutions are stated by law, but
may be differently regulated by the
bylaws

26. #THANK YOU FOR LISTENING!!!
M.MIMUN@LEGALGROUNDS.EU