When establishing an S.p.A. (società per azioni) or an S.r.l. (società a responsabilità limitata) which are the Italian equivalent of a joint-stock company and a limited liability company, specific organizational documents and procedures need to be adopted.
Incorporation deed (atto costitutivo).
The incorporation deed is the formal document that legally creates the company. It is usually drafted and executed in front of a notary, as required by Italian law.
By-laws (statuto).
Despite other jurisdictions where it is a simple and standard document of a few pages, in Italy the by-laws govern the rules for the functioning of the company and include all provisions that in other jurisdictions would be regulated under shareholder agreements. They outline the core elements of the company’s purpose, structure, governance, operational guidelines and they have an erga omnes efficacy, meaning they have binding effect also against third parties. It shall include the following information:
Additional requirements.
In order to incorporate an S.p.A. or an S.r.l., Italian law requires the opening of a certified e-mail (PEC) as well as a VAT number (partita IVA). Additionally, in Italy, to be granted with governance offices, such as directors and statutory auditors, it is required to have an Italian fiscal code (codice fiscale).
Registration with the Companies’ Register (Registro delle Imprese).
Following the completion of the incorporation deed in front of the notary, the latter has to be filed with the competent Companies’ Register. This registration formalizes the company’s existence and enables it to start business operations legally. Additionally, if the company has the requirements to be qualified as an innovative SME (PMI Innovativa), it has to be registered in the appropriate and special section of the Companies’ Register.