Registering a company in Italy / opening a business in Rome: Company registration steps, online information on how to register and form a company in Italy. Setting up a business,...
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Traveler's Guide

Setting up a Company in Italy

The following text provides a detailed summary of the bureaucratic and legal obstacles an entrepreneur needs to overcome in order to incorporate and register a new firm in Italy, and outlines the measures involved in the launch of a commercial or industrial firm with up to 50 employees and start-up capital of 10 times the economy's per-capita gross national income (GNI).

1. Deposit at least 25% of the amounts provided in cash with a bank
25% of the company’s capital provided in cash needs to be paid in and deposited in a bank account, at the time of incorporation. The payment of the capital may be replaced by a bank guarantee or an insurance policy for at least the equivalent amount. It is also a possibility that the quota holders can pay in the amount due at any time. The company will have a credit against the founding shareholders for payment of the outstanding amount of the capital, if the company capital is not completely paid in at incorporation. This gives the directors power to claim the payment at any stage.

2. Execute a public deed of incorporation and company bylaws before a public notary; pay registration tax
It is a requirement that a public deed of incorporation (atto costitutivo), including the company’s bylaws (statuto) be drafted and executed before a public notary by the quota holders or their approved representatives. The company bylaws are drafted by the notary on standard forms. These forms are provided by the notary, with the cost of both the forms and stamp duties included in the notary fees.

The registration tax is due within 20 days of incorporation. It is paid to the notary public, who will also supply the registered public deed of incorporation.

Registration fee schedule:

  • Electronic registration: EUR 90 or EUR 120
  • Stamp duty: EUR 65

3. Buy corporate books and accounting books
In accordance with Article 2478 of the Italian Civil Code, a company denominated as a limited liability company (società a responsabilità limitata, or SRL) is required to maintain corporate books including: Minute book of board of directors’ meetings and minute book of board of Statutory Auditors (Collegio Sindacale), which are subject to certification.

All businesses need to keep 2 accounting books including: The inventory book and the journal book, in accordance with Article 2214 of the Italian Civil Code. The authentication of accounting books is not required any more (according to Law No. 383/2001). All books are available in a standard format at stationary stores or through a notary public, and entrepreneurs are also allowed to use a loose-leaf book at no extra cost.

Effective as of March 2009, Law Decree 185/2008 abolished the shareholders book for S.R.L. and introduced Art. 2215-bis of the Civil Code which allows the possibility to maintain all corporate books and accounting books on electronic format. In relation to the electronic format, a digital time stamp (and electronic signature) must be put on a 3 months basis. The cost to register electronic books is dependent on D.M. 23 gennaio 2004.

4. Pay government grant tax to the post office current account
Each year, tax is due to the Office of Revenue. The total amount is i) EUR 309.87 to pay the grant tax if the company’s social capital is over EUR 516,456.90 and ii) EUR 516.46 if the company's social capital is over Eur 516,456.90.

5. Register online with the Register of Enterprises (Registro delle Imprese) at the local chamber of commerce
As of the 1st of April 2010, it is compulsory that the applicant electronically files a single notice (Comunicazione Unica) with the Register of Enterprises, and this includes issuance of the VAT number, tax identification number and registration with Social Security Administration (INPS) and Accident Insurance Office (INAIL). The applicant is required to attach the forms needed by (i) the Register of Enterprises for the registration (ii) the Italian Tax Authorities for immediate launching of business, and (iii) by INPS and INAIL for the registration with these Administrations.

Companies must provide a certified e-mail address on the registry of companies registration form. This is in accordance with Decree Law no. 185/2008, converted into Law no. 2/2009 dated January 28th 2009. Also, all businesses incorporated as a company are required to communicate their certified electronic mail address to the Registry of Companies before 29th Novembre 2011.

The firm should receive all the documents within 7 days, once the single notice is filed. All communications, notices and receipts of filing are sent to the Company’s certified email address. In detail,

  • the Company promptly receives a reference number for the registration procedure and also a receipt of the filing of the Single Notice with the Register of Enterprises
  • immediately receives the tax identification number and the VAT number;
  • the Registration with the Register of Enterprises is received within 5 business days,
  • INAIL documentation is received within 7 days ;
  • INPS documentation is received within 7 days .

Total: EUR 168 for registration tax with Revenue Agency + EUR 155 or EUR 185 for registration with Chamber of Commerce (EUR 65 for stamp fee and EUR 90 or EUR 120 for electronic registration or registration with floppy disk) + EUR 200 (membership fees).

6. Notify the competent Labor Office (DPLMO) the employment of workers
The Law no. 296/2006 outlines that the Company will have to inform the Provincial Labor office (direzione provinciale del lavoro e della massima occupazione, DPLMO) about the recruitment of personnel 1 day before the start of the labor relationship.