有限责任公司：有限责任公司无疑是开展业务的最常见形式之一。 传统上，它用于规模小于股份公司的企业，后由于其具有更优越的组织灵活性，它开始被规模较大的公司所使用。 它具有完全的资本自由，即使股东以公司的名义代表公司行事，股东也不对公司的债务承担个人责任。
公证人可以通过在线上传所谓的“单一通知”（Comunicazione Unica）到企业登记处来完成注册程序。“单一通知”包含所有初始业务的有关信息，以及所有有关税收，福利（社会保障）和保险的相关信息，这些信息将由企业登记处发送给：税务局（Agenzia delle Entrate），用于申请新公司的税号（Codice Fiscale）和增值税号（Partita IVA）；国家社会保障局（INPS），用于办理员工的社会保障登记； 劳工补偿局（INAIL），用于办理工作场所保险。
费用：在意大利设立公司的主要费用与公证人有关。 公证人的费用可以与交易结构的定义一起确定。 在任何情况下，此类费用预计在3,000欧元（三千）至10,000欧元（一万）之间。
R&P Legal is an Italian full service independent law firm, founded in 1949, with one hundred and seventy professionals, six offices in Italy and far reaching international relationships.
Our partners and consultants are recognised as leading authorities in their chosen disciplines.
We provide both international clients who do business in Italy and Italian Clients abroad with first class legal and tax advice along with the necessary support to bridge the cultural gaps which are an inevitable feature of any international business venture.
Thanks to the continuous exchange of information and know-how between our professionals, when working on the most complex deals we always have a global view on all relevant legal issues.
What we do
We provide comprehensive legal and tax advice for Chinese companies, entrepreneurs and investors approaching Italy and Europe.
Our firm ranks as one of the main player in Italy for assisting PRC investors that plan an overseas expansion, due to our competence, responsiveness, flexibility and for our ability to provide the client with a full service advice of primary level for any type of business transaction the client is willing to pursue.
We also have a long time and consolidated experience in assisting our clients going East and, in particular, to People’s Republic of China and Hong Kong, thanks to our network of selected first-class International and Chinese law firms, advisors and banks, based in the main Chinese business centers all over the country. Through our network we foster good relations with Chinese authorities and with the international business community in the Greater China.
Our team has been supporting Italian-Chinese business activities and investments since 1998 providing comprehensive legal advice with a unique ability to manage the issues related to cross-boarder transactions involving different jurisdictions, different languages as well as different cultural approaches.
Our advice is mainly focused on:
- Cross-boarders mergers and acquisition transactions, involving issues of compliance to laws of different jurisdictions
- Joint ventures in Europe and in Asia
- Tax structuring and Cross-border tax planning and M&A
- Setting up of European or Asian operations for Chinese or European clients
- Intellectual property issues
- Employment law and human-resources matters
- Defending client’s business interests, including handling cases before State Courts and in arbitration proceedings.
The risk management in cross-border investment and overseas operation under the process of the “Belt and Road”
On March 22nd 2019, the Italian Government and the Chinese Government signed a Memorandum of Understanding which have confirmed the commitment of Italy to promote the best cooperation to develop the networking between Asia and Europe. The Italian Government has acknowledged the prominent role that the Belt and Road Initiative may have thereto and has confirmed that Italy will take care to create the best background and conditions to develop political, economic and business relationship between Italy and China.
The MoU confirms the intention to cooperate in sectors such as transportation, logistic, infrastructures and Italy will keep open the opportunity for Chinese investors to invest safely and openly in Italy.
An open market: In principle, foreign investors may carry out business and operate in Italy subject to conditions of treatment reciprocity. Thanks to the bilateral “Agreement Concerning the Encouragement and Reciprocal Protection of Investments” stipulated in 1985 between the governments of Italy and China, there is no restriction upon a Chinese entity investing in Italy.
In general, there is no requirement to obtain any prior permission for investment from any authority, nor should the Chinese investor go through any special procedure for the incorporation of a company in Italy, except for some special sectors such as banking and civil aviation. Chinese investors may enjoy the same treatments as those applicable to Italian nationals in terms of requirements, procedures and costs for investing in Italy.
Special Public Sectors: According to the Italian law, governmental approval may be needed only when enterprises are operating in strategic sectors such as national defence and security, energy supply, transport and communications. Please note that to be defined as having a strategic nature, a company operating in one of these sectors should hold the so-called “strategic assets” (i.e.: systems and networks necessary to provide the minimum supply of essential public services and considered of public interest).
In this regard, the Italian law entitles the government to forbid companies (operating in the energy, transports or tele-communications sectors) to enforce any decision of the Board of Directors or to take any kind of operation (i.e.: mergers, acquisitions and so on), which modify the title, the control over the strategic assets hold by the company or their purposes.
Moreover, the Government can forbid that a non-EU entity purchases any shares of companies holding strategic assets or decide to subject the purchase to the purchaser’s guarantee that it will safeguard the State’s essential interests.
Investment incentives: Our Country also provides for numerous and different incentives, directed to enhance the economic development of the country to encourage technological innovation and to assist in the development of exports. Incentives may take different forms, such as loans, cash grants, leasing assistance, tax credits and reduction of labor costs. Industrial enterprises, trading companies, service enterprises, artisans, consortia (groups of entities) and wholesale trade centers are eligible for incentives to invest in the construction of new plants, the expansion of existing plants, the development of abandoned factories, plant modernization, company reorganizations, industrial conversions, research projects and innovative initiatives.
Most incentives are obtained through special credit bank departments and state agencies, which assess the feasibility of business plans and the creditworthiness of the entrepreneurs. Please note that many incentives are specially designed to assist investments in the South of Italy.
The best legal structure to set up an investment in Italy: It is highly advisable to set up any investment through a special purpose vehicle incorporated under the Italian law, which will grant the investor with a high grade of protection for the risks related to the investment.
The most common types of companies to be established under the Italian law are:
- Joint Stock Company
- Limited Liability Company
The S.p.A. is set up by public deed before a notary, who records the deed and registers the company in the Companies Register for the area (the one in which the head office is located). Companies in fact come into existence only when they are registered by the notary with the relevant Companies Register.
Limited liability company (S.r.l.): A S.r.l is certainly one of the most common forms for carrying on a business. Traditionally used for businesses smaller than the joint-stock company, it is beginning to be used by companies of considerable size, as it is characterised by greater organisational flexibility. It has perfect capital freedom and the shareholders are not personally liable for the company's debts, even if they have acted in the name and on behalf of the company.
Role of the Notary Public – Registration of the Newco: Upon incorporation of a Newco, the Notary Public has the duty to check all legal formalities required by Italian law, including: Identity of the shareholders and beneficial owners; Payment of the Company capital; Contents of Articles of Association of the Company.
The registration procedures may be completed via on-line transmission by the Notary Public of a so-called Single Notification (Comunicazione Unica) to the Register of Enterprises. The Single Notification includes all information on the business to be started, as well as all relevant information for taxes, welfare (social security) and insurance purposes, to be transmitted by the Register of Enterprises to: Revenue and Tax Agency (Agenzia delle Entrate), for the Newco’s Tax ID number (Codice Fiscale) and VAT number (Partita IVA) application; National Social Security Institute (INPS), for employees’ social security registration; and Workers’ Compensation Authority (INAIL), for workplace insurance purposes.
The Single Notification is subject to a series of binding checks. Should all checks be successfully passed, the Single Notification will immediately be recorded, and the relevant receipt will be issued, thus authorising the immediate establishment of the Newco.
Costs: The main costs for the establishment of a company in Italy are related to the Notary Public. The fees for the Notary Public can be determined together with the definition of the structure of the transaction. In any case, such costs may be estimated in the range from Euro 3,000 (three thousand) to Euro 10,000 (ten thousand).