[ESTABLISHING A BUSINESS ENTITY IN ITALY] 272
to the relevant authorities, which can be time- consuming and resource intensive. • More extensive regulation : SPA are subject to a greater degree of regulation and oversight by the Italian Civil Code, which can create additional compliance burdens.
partners.
• Limited scalability : The simpler management structure and lower capitalization of an S.r.l. may make it less suitable for larger businesses or those with significant growth aspirations. This is a new investment vehicle targeted at facilitating the raising of capital for Small and Medium Enterprises – SME ( Piccole Medie imprese - PMI). The new type of company stands as an innovative Collective Investment Scheme ( OICR – Organismo di Investimento Collettivo del Risparmio ), which has to be in the form of an Investment Company with fixed capital, which is necessarily a Joint Stock Company ( S.p.A. – Società per Azioni ) and must comply with the following conditions: (i) The company name has to contain the name of " simple investment company for fixed capital shares "; (ii) The registered office and general management of the company have to be located in the territory of the Italian Republic. (iii) Recourse to financial leverage is not permitted. This means that the company must not buy or sell financial assets for an amount greater than the capital held. (iv) The share capital has to be at least equal to that provided for by article 2327 of the Italian civil code, i.e., at least 50.000,00 Euros, notwithstanding the provisions of article 35-bis, paragraph 1, letter c of the Consolidated Law on Financial Intermediation (TUF); (v) The net worth cannot exceed € 25 million euros.
3.1.3 “Società a Responsabilità Limitata Semplificata” (S.r.l.s.) The S ocietà a responsabilità limitata semplificata is a particular kind of S.r.l. that has been introduced by Legislative Decree n. 1/2012, under article 2463 bis of the Italian Civil Code. The purpose of the introduction of such a company is to foster new enterprises and small business, by simplifying the incorporation procedure and by reducing the capital requirement. The act of incorporation must be drafted in compliance with the standard model approved by Decree of Justice and the equity contribution can be limited to the minimum amount of Euro 1,00, that must be completely subscribed and directly paid, in cash to the administrative body at the time of incorporation. Further limitations regarding the ordinary S.r.l. structure are: (a) the founder quota holder(s) must be individual(s), (b) the sale of quotas can only be executed with other individuals, and (c) the capital can only be raised up to the maximum limit of Euro 9.999,00. 3.1.4 The Simple Investment Company The Italian " Simple Investment Company " (SIS – Società investimento semplice ) represents a new type of company, introduced by Law Decree of 30 April 2019 n. 34, so called “ Growth Decree ” ( Decreto Crescita ).
ILN Corporate Group – Establishing a Business Entity Series
Made with FlippingBook Ebook Creator