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company’s objective; (iv) amount of subscribed and paid capital; (v) number and type of shares issued; (vi) value of contributions; (vii) criteria for distribution of profits; (viii) governance rules and the setup of the administrative body and powers to represent the company; (ix) the setup of the statutory auditor board and appointment of its members; (x) the duration of the company. The Notary Public shall verify, inter alia, that (i) the company’s capital has been fully subscribed; (ii) at least 25% of the capital has been paid (unless it has been subscribed by a single shareholder, in which case the capital is to be entirely paid) ; and (iii) any governmental authorization or other condition, required by any applicable law in order for the company to validly carry out its activities, have been obtained or met. The documents attesting the incorporation of the company shall then be filed with the competent Registrar of Companies within 20 days from incorporation and, once it is filed, the company shall acquire full legal
Moreover, the incorporation deed of S.r.l.s. is exempt from stamp and registry duties, including notary fees. 5. Corporate Governance. 5.1 Brief summary of regulation of each type and reporting requirements 5.1.1 S.p.A. a) Shareholders’ meetings The main decisions regarding the activities of S.p.A., its structure and governance, are generally passed by resolution of the shareholders’ meeting, which is the highest corporate body in company structure. The shareholders’ meetings are classified as either (i) ordinary or (ii) extraordinary, depending on the resolution adopted and on the relevant matter. With the exception of companies adopting the dualistic system of governance, which is discussed below, the ordinary meeting decides , inter alia, on the: 1. approval of the yearly financial statements and the decision on profits/losses. 2. appointment and revocation of the directors and management. 3. appointment and revocation of the auditors and of the chairperson of the board of auditors. Should this be the case, the appointment and revocation of the individual or the entity entitled to exercise accounting control. 4. compensation of directors and auditors (unless this has already been set out in the incorporation deed).
personality. 4.1.2 S.r.l.
The procedure for the incorporation of an S.r.l. is similar to the procedure described for the S.p.A. Likewise, the same rules apply in cases where a company is incorporated, or is subsequently owned, by a single quota holder. 4.1.3 S.r.l.s. The incorporation procedure of S.r.l.s. differs from other companies only for the reason that the incorporation deed must meet the minimum standard content required according to Chart A of the Ministry of Justice Decree no. 138/2012.
ILN Corporate Group – Establishing a Business Entity Series
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