Execute a public deed of incorporation and company bylaws before a public notary and pay registration tax
Agency: Notary Public
A public deed of incorporation (atto costitutivo), including the company’s bylaws (statuto), must be drafted and executed before a public notary by the quota holders or their authorized representatives. The notary drafts company bylaws pursuant to legal provisions governing limited liability company (Srl) governed by Article 2463 of the Italian Civil Code. The cost of the forms and stamp duties, as well as the registration tax, due within 10 days of incorporation, is paid to the notary public.
The Ministry of Justice of Italy adopted the Law no. 140/2012 that eliminated the fixed notary fees, but still maintains the notary fee guidance as percentage of company’s share capital. For companies with capital from €25,001 to €400,000, notary fee can range from 0.86% to 6.9% (average reference value is capital of €212,500 and notary fee in amount of 1.4%).
In addition to the notary fee, companies pay registration fee and stamp duty. The registration fee is regulated by the Presidential Decree no. 131/1986 and the stamp duty is regulated by the Presidential Decree no. 642/1972.
As of 20 July 2016, deed of incorporation and company bylaws can be executed without the assistance of a Notary Public for “innovative startups”. In order to qualify as “innovative startup”, the company needs to have, among other things, as exclusive/predominant corporate purpose, provision of “innovative services”. The said documents are executed on the basis of standards provided by the Ministry of Economic Development and is possible through the platform provided on the website startup.registroimprese.it. Starting from 22 June 2017, the company may modify its standard bylaws by using the same simplified procedure on the website startup.registroimprese.it
Time and cost: 1 day, approximately EUR 3,000 (notary fees; can vary from 0.86% to 6.9% of the company’s start-up capital) + EUR 200 (registration fee) + EUR 156 (stamp duty)
Purchase corporate and accounting books
Agency: Notary or Register of Enterprises (Registro delle Imprese)
According to Article 2478 of the Italian Civil Code, a limited liability company (Srl) must keep the following corporate books: a minute book of board of directors’ meetings, a minute book of quota-holders’ meetings, and if appointed, a minute book of board of Statutory Auditors’ (Collegio Sindacale) meetings. All are subject to authentication. Article 2477 of the Italian Civil Code, as modified by article 379, 1° paragraph, of Legislative Decree no. 14 of 12 January 2019, provides that the appointment of the Board of Statutory is compulsory when the company:
- Drafts consolidated financial statements;
- Controls companies which are subject to external audit, or
- For two consecutive fiscal years exceeds even just one of the following parameters:
- The total assets on the balance sheet of the company are equal to EUR 2,000,000 (and not EUR 4,400,000 as in the past),
- Its profits from sales and activities are equal to EUR 2,000,000 (and not EUR 8,800,000 as in the past),
- The company has hired in the average 10 employees in a financial year.
According to Article 2214 of the Italian Civil Code, any business must also keep two accounting books: the journal book and the inventory book. Authentication of the accounting books is not required.
All books are available in standard format at stationery stores or through a notary public. However, entrepreneurs can also use a loose-leaf book at no additional cost. Since 2009, business founders have had the option to keep all corporate books and accounting books in electronic format. In this case, a digital time stamp and electronic signature must be put on the books annually. The cost to register electronic books depends on Ministerial Decree from June 17, 2014.
Time and cost: 1 day (simultaneous with previous procedure), EUR 16 stamp fee for each 100 pages (2 books), EUR 25 registration fee per book (2 books)
Pay government tax (fee) to authenticate corporate and accounting books
Agency: Tax Revenues Authority (Agenzia delle Entrate)
Government tax (fee) is assessed by the Office of Revenue to authenticate corporate and accounting books (tassa di concessione governativa). The initial payment is paid at the time of incorporation via a postal service (bollettino postale). Subsequent annual payments are transmitted electronically by F24 form.
Time and cost: 1 day (simultaneous with previous procedure), EUR 309.87 (if the capital is under EUR 516,456.90) or EUR 516.46 (if the capital exceeds EUR 516,456.90)
Activation and Registration of the P.E.C (i.e. the “Certified e-mail”)
Agency: Email service providers
Under Italian Law Decree No. 185 of 29 November 2008 (converted into law 2/09), all companies are required to have a certified e-mail (PEC ). Said requirement is immediate and must be communicated to the Companies’ Register throughout the relevant incorporation procedure. Failure to communicate PEC results in a suspension of the registration process in the Companies’ Register.
Article 65, paragraph 7 of Legislative Decree 217/2017 establishes that, as from 1 January 2019, article 48 of Legislative Decree 82/2005 (the so-called Digital Administration Code), concerning the legal validity of the certified electronic e-mail, is repealed. At the same time, article 3-bis of Legislative Decree 82/2005, as amended by Legislative Decree 217/2012, introduces the digital domicile, i.e. an e-mail address, as chosen by the interested subject, linked to a certified e-mail service or a qualified certified electronic delivery service valid for the purposes of electronic communications having legal force (available at: http://www.gazzettaufficiale.it/dettaglio/codici/amministrazioneDigitale).
Time and cost: Less than 1 day (online procedure), EUR 50
Register company incorporation, and receive tax identification number, VAT number, and register with Social Security Administration (INPS) and Accident Insurance Office (INAIL)
Agency: Register of Enterprises (Registro delle Imprese)
Applicants must electronically file a single notice (Comunicazione Unica) with the Register of Enterprises, which will automatically register the company for tax identification number, VAT number, and process the company with Social Security Administration (INPS) and Accident Insurance Office (INAIL). The applicant must attach the forms requested by the Register of Enterprises for the registration, the Italian Tax Authorities for immediate starting of business, and by INPS and INAIL for the registration with these Administrations.
Immediately upon registration, the company receives a reference number for the registration procedure, the receipt of the filing of the Single Notice, the tax identification number and the VAT number. The company receives confirmation of registration with the Register of Enterprises typically within 1-2 days, though technically the maximum time is 5 business days. The company receives INAIL documentation and INPS documentation within a few hours of registration.
The company will receive all notices, communications, and receipts of filing at the Company’s certified email address.
Time and cost: 2 days, EUR 120 (membership fees) + EUR 90 (registration fee with chamber of commerce)
Obtain the accreditation for providing information about employees
Agency: ANPAL
The accreditation with ANPAL platform is required in order to allow employers established in the region of Lazio to comply with the mandatory employment notifications. The process is as follows:
- The employer shall submit a specific form (https://co.anpal.gov.it/co/registrazione/), providing identification data, legal representative data, the registered office, the responsible for the employment procedure, and email address (at which ANPAL will use for subsequent communications);
- The help desk of ANPAL will send -to the employer an email with the request for specific documents and the instruction to submit them;
- Once ANPAL has received all the information/documents, the help desk of ANPAL will send a final email to the employer with the ID and password to have access to the ANPAL platform.
Detailed instructions for the accreditation are available at https://co.anpal.gov.it/download/accreditamento.pdf
Time and cost: 1 week, no charge
Notify the competent Labor Office (DPLMO) of the employment of workers
Agency: Competent Employing Office (Centro per l’impiego)
Business founders must notify the Territorial Labor Office (Ispettorato Territoriale del Lavoro – ITL) about hiring personnel one day before the employee in question begins working at their company. Registration can be done online through the portal of the National Agency for the Active Politics (ANPAL) at www.co.anpal.gov.it
Time and cost: Less than 1 day (online procedure), no charge
