Italy-SrL


Italy became a nation-state in 1861 when the regional states of the peninsula, along with Sardinia and Sicily, were united under King Victor EMMANUEL II. An era of parliamentary government came to a close in the early 1920s when Benito MUSSOLINI established a Fascist dictatorship. His alliance with Nazi Germany led to Italy's defeat in World War II. A democratic republic replaced the monarchy in 1946 and economic revival followed. Italy was a charter member of NATO and the European Economic Community (EEC). It has been at the forefront of European economic and political unification, joining the Economic and Monetary Union in 1999. Persistent problems include illegal immigration, organized crime, corruption, high unemployment, sluggish economic growth, and the low incomes and technical standards of southern Italy compared with the prosperous north.

Service packages

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Service item Express Standard Optimum
Company registration
Legal address per year
Secretarial services for the first year
Fees and duties for the first year
Apostilled bound set of incorporation documents
Compliance fee
Nominee service per year
Bank Account Pre-approval
Price

9 280 USD

17 950 USD

18 450 USD

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Contact method: and / or

Core Services

The cost for incorporation of the company (S.R.L.) in Italy, including the corporate legal service for the second year

7 650 EUR

— Incorporation

including Annual Duties for Chamber of Commerce for first year, including Compliance fee

included

— Annual government fees

1 210 EUR

— Corporate legal services

including registered address and registered agent, NOT including Compliance fee

1 160 EUR

— Apostilled set of documents

Basic set of documents

  • Notary Declaration / Dichiarazione

    Compiled by a Notary at the first stage of company incorporation procedure. It includes: company name, structure, share capital, type of entity, activity, etc.
  • Certificate of Incorporation of S.R.L. / Visura

    It is issued by the Register of Enterprises of the Chamber of Commerce and Industry of Italy and includes: company name, tax number, VAT, address, activity, share capital, date of incorporation, type of entity, etc.

Optional services

3 850 EUR

Nominee Director, Italian resident

(depends on the volume of duties)

3 300 EUR

Accounting services

(depends on the volume)

Related services

Scanning and sending the documents via e-mail to client

(1.5 EUR per one-page document + 1 EUR per additional page)

Compliance fee

Compliance fee is payable in the cases of: renewal of a company, liquidation of a company, transfer out of a company, issue of a power of attorney to a new attorney, change of director / shareholder / BO (except the change to a nominee director / shareholder)

250 USD

Basic

simple company structure with only 1 physical person

50 USD

For legal entity in structure under GSL administration

additional compliance fee for legal entity in structure under GSL administration (per 1 entity)

100 USD

For legal entity in structure not under GSL administration

additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)

350 USD

For client with high risk Status

Cost of incorporation, including first year servicing 9280
Cost of nominee director services per year, including an apostilled set of documents 4670
Cost of nominee shareholder services per year, including an apostilled set of documents 4000
Cost of annual service, starting from the second year 1410
Open account in 26780
Incorporation timescale for a turnkey company 3 - 4 weeks
Country 26702

General information shortly

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Total area Population Capital Unemployment Corruption perceptions index rank
301.340 sq. km 61.261.254 (2011) Rome 10.7% 69
Location Southern Europe
National currency Euro
Conditional reduction of currency EUR
Against USD 0.73
Climate, average max and min t° Predominantly Mediterranean; Alpine in far north; hot, dry in south; avg. maximum temperature (July) +24°; avg. minimum temperature (January) 0°
Time difference from Moscow - 2 hours
Dialing code +39
State language Italian
Ethnic groups Italian (includes small clusters of German-, French-, and Slovene-Italians in the north and Albanian-Italians and Greek-Italians in the south)
Literacy rate 99 %
Credit rating BBB-
Government type Republic
Executive branch Head of Government: Prime Minister and Minister of Finance. Government: Council of Ministers proposed by the Prime Minister and nominated by the President of the Republic.
Legislative branch bicameral Parliament (Parlamento) consists of the Senate (Senato della Repubblica) and the Chamber of Deputies (Camera dei Deputati)
Judicial branch Constitutional Court (Corte Costituzionale); Supreme Court of Cassation (Corte Suprema di Cassazione)
GDP per capita rank 45 (2011)

Corporate info

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Shelf companies permitted Legal system Incorporation timescale for a turnkey company Cyrillic alphabet permitted in company name Local registered office
Yes civil law 3 - 4 weeks No No
Types of entity Joint Stock Company (Societa per Azioni, or SpA); Limited Liability Company (Societa a responsabilta limitata, or SrL); Limited Partnership (Societa in Accomandita Semplice, or SAS); and branch of a foreign corporation
Incorporation timescale for a new company 3 days
Company suffix SrL
Sensitive words Bank, Insurance, Financial
Local registered agent No
Information to be kept at the registered office company records
Seal required, type of seal not required
Redomiciliation (to, from) permitted permitted

Director and secretary

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Minimum number of directors Residency requirements for directors Corporate directors permitted Disclosure to local agent Disclosure to public
1 No Yes No Yes
Directors’ meetings/frequency/location Yes / no requirements
Company secretary required No
Residency requirements for a secretary No
Qualified secretary required No
Corporate secretary permitted No

Shareholder and beneficiary

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Minimum number of shareholders Residency requirements for shareholders Corporate shareholder permitted Disclosure to local agent Disclosure to public
1 No Yes No Yes
Meetings/frequency/location Yes / annually / registered office
Beneficiary info disclosure to Yes

Shares and share capital

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Minimum authorized share capital Minimum issued share capital Minimum paid share capital Authorized capital payment deadlines Bearer shares permitted
1 1 1 Upon directors' request No
Issued capital payment deadlines No requirements
Standard currency EUR
Standard authorized share capital 10000
Standard par value of shares 1
Shares with no par value permitted No

Taxes

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Min. rate for corporate tax Capital gains tax VAT Withholding tax Exchange control
24% Regular rate 22% 26%/26%/30% No
Personal tax 23-43%
Corporate tax (in detail) 24% + IRAP (regional tax on productive activities, generally - 3.9%)
Capital gains tax. Details Capital gains are included into corporate tax base
VAT. Details For some goods and services, the tax rate is 10% and 4%.
Other taxes Social contributions, Overseas property tax, Financial investment tax, Inheritance and gift tax, Registration tax. Stamp duties, etc.
Stamp duty 1.5%

Accounts

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Requirement to file accounts Publicly accessible accounts Audit required Requirement to file Annual Return Publicly accessible Annual Return
Yes Yes No No No
Requirement to prepare accounts Yes
Double tax treaties network 105
Tax Exchange Information Agreement network 12
OECD member Yes
Offshore/onshore status according to the RF laws No

GENERAL INFORMATION

General Info

Italy is located in Southern Europe. The total area of the country is 301,340 sq. km, with a population of 61,261,254 (2011). The capital of Italy is Rome. The national currency is Euro (EUR) which equals approximately 0.75 USD.
The climate of Italy is predominantly Mediterranean.
The hottest month of the year in South of Italy is August; the average maximum temperature is +38°C; in north of Italy – July with the average maximum temperature of +35°C.
The coldest month is January; the average minimum temperature is from 0 to +13°C depending on the region.
There are five main climatic zones:
  • the Alpine zone: harsh winters with plenty of rain and snow, and very mild summers;
  • the northern Italian plain: the continental weather conditions with fairly cold, snowy winters, but warm, mild summers. Northern cities such as Torino, and can become very cold, damp and foggy with temperatures falling to 0-7ºC in winter. Most rainfall occurs in the first half of the year;
  • the Tyrrhenian area: on the west side of the country is the Tyrrhenian region where the weather brings cool winters, warm summers and sufficient rain. Temperatures in fluctuate between a low of 5 – 6ºC in winter, and a high of 26 – 30ºC during the warmer months;
  • the Adriatic coast: bears cold winters. Conditions improve to comfortably warm in the summer;
  • the Mediterranean zone: includes all the southern areas of Italy, rainfall is often in the winter months, leaving the summer months arid and hot.

The time difference from Moscow is -2 hours; the international dialing code – 39.
The official language of the country is Italian. The Italian population includes the following ethnic groups:
  • native Italians;
  • German-, French-, and Slovene-Italians in the north of Italy;
  • Albanian-Italians and Greek-Italians in the south of Italy.

History

Italy (in translation from Greek, meaning “land of young cattle”) was part of Roman Empire. The medieval period of Italy is the history of various city-states with their own governmental systems and political regimes.
Italy is famous for the fact that the first banks appeared in its territory and for the highly capitalistic economic system.
The movements for territorial unity were established at the end of the 18th century.
Italy became a nation-state in 1861 when the regional states of the peninsula, along with Sardinia and Sicily, were united under King Victor Emmanuel II. An era of parliamentary government came to a close in the early 1920s when Benito Mussolini established a Fascist dictatorship. His alliance with Nazi Germany led to Italy's defeat in World War II. A democratic republic replaced the monarchy in 1946 and economic revival followed. Italy was a charter member of NATO and the European Economic Community (EEC). It has been at the forefront of European economic and political unification, joining the Economic and Monetary Union in 1999.

Government Type

Italy is a democratic Republic. The Head of Government in Italy is the Prime Minister and Minister of Finance. The main executive authority is the Council of Ministers proposed by the Prime Minister and nominated by the President of the Republic.
The representative of the legislative authorities is the bicameral Parliament (Parlamento) consists of the Senate (Senato della Republica, 315 members) and the Chamber of Deputies (Camera dei Deputati, 630 members).
The highest judicial authority of Italy is the Constitutional Court (Corte Constituzionale) and the Supreme Court of Cassation (Corte Suprema di Cassazione).

Economy

Italy has a diversified industrial economy.
The country is divided into a developed industrial north, dominated by private companies, and a less-developed, agricultural south.
The most developed sectors of Italian industry include:
  • engineering industry (machinery construction);
  • metallurgy;
  • chemical industry;
  • petrochemical industry;
  • light industry;
  • food industry.

The crop sector is predominant in Italian agriculture.
A significant contribution to national wealth is generated by products 'made in Italy'.
The production of the following produces are wide spread in Italy: wheat, maize, rice, sugar beat, citrus plants, tomatoes, grapes, olives.
The tourism is high-developed in Italy as well. According to the statistics data more than 50 million people visit it every year.
Italy belongs to the Group-of-Eight (G8) industrial nations, the European Union (EU), and the Organisation for Economic Cooperation and Development (OECD).
One salient feature of the Italian economy is its propensity toward entrepreneurship - seen in the very high number of small and medium-sized businesses: 98% of the over 4 million companies employ fewer than 19 persons (the average is 4 employees per company).
GDP per capita rank is 45 (est. 2011).
The unemployment rank in Italy is 10.7 % (est. July, 2012).

CORPORATE INFORMATION

Legal System

The legal system of Italy is referred to Continental/Civil Law.
Italian law is based on:
  • Roman Law (particularly its civil law);
  • French Napoleonic Law (itself based on the Roman model).

One of the important distinctive features of Italian legal system is the presence of Codes systematized the separate branches of law.
Besides the Codes, there are innumerable Statutes that integrate the Codes and regulate areas of law for which no Codes exist.

Types of Entity

Basic provisions on companies are established by Civil Code (Fifth Book – V title).
There are two groups of Companies in Italy:
  • Corporations (Capital Companies):
    Società a Responsabilità Limitata, S.R.L. – Limited Liability Company;
    Società per Azioni, S.p.A. – Joint Stock company;
    Società in Accomandita Per Azioni, S.A.P.A. – Limited Partnership Constituted by the Issue of Shares;
    Società a Responsabilità Limitata Semplificata, S.R.L.S. – Simplified Limited Company;
  • Partnerships:
    Società in Accomandita Semplice, S.A.S. – Limited Partnership;
    Società in Nome Collectivo, S.N.C. – Unlimited partnership;
    Società Semplice, S.S. – if the activity is not classified as a business.

S.R.L.

S.R.L. is the most popular type of company in Italy because it fits to small and medium enterprises.
The distinguishing features of S.R.L. in Italy:
  • Shareholders bear responsibility within the limit of subscribed share capital;
  • there is no minimum number of Shareholders; one-man company is allowed;
  • Shareholders are reported in the Registrar of the Chamber of Commerce; book of shareholder is not obligatory;
  • minimum Capital Requirements: 1 EUR;
  • Meeting of Shareholders is the Head of the Company;
  • Company is managed by a Sole Director (Amministratore Unico) or a Board of Directors (Consiglio di amministrazione);
  • Collegio Sindacale (Board of Auditors) is obligatory only for those companies with share capital not less than 120,000 EUR and other cases established by law;
  • it is possible to appoint a General Auditor which is mandatory under certain circumstances;
  • foreigners may subscribe share capital as well as be appointed as Company Directors.

REGISTRATION

Registration of SRL in Italy

There are several stages of registration of S.R.L. in Italy:
  • Opening of bank account and payment of the initial amount of share capital;
  • Signing of the Memorandum of Association with the attendance of a Notary;
  • the filing procedure “Comunicazione Unica” to register the company at:
  • Tax Agency;
    Registrar of Companies at Chamber of Commerce;
    Social Security Authorities.

Memorandum of Association

S.R.L. is incorporated through a public act with the attendance of a Notary.
Memorandum of Association should show:
  • name and main information about shareholders and promoters;
  • name of the company and place (Municipality) where legal address and eventual branches are established;
  • company’s activity;
  • the amount of share capital subscribed and paid;
  • in regard of shares: number, nominal value, characteristics, procedures for issue and sale;
  • eventual value of contributions in-kind;
  • rules for profit distribution;
  • eventual benefits for founders and promoters;
  • type of governance, number of directors, their powers and directors entitled to represent the company;
  • number of members of “Collegio Sindacale” (Board of Internal Auditors);
  • appointment of Directors and Members of Board of Auditors or Supervisory Committee;
  • Approximate amount of expenses incurred by the Company for its incorporation;
  • Company duration.

With the Memorandum of Association, Founders approve the Articles of Association (Statuto).

Registration with the Chamber of Commerce and Tax Agency

The Memorandum od Association is registered at the Chamber of Commerce and Tax Agency. Registration of Company normally takes from one week up to ten days. Company then receives a VAT number that corresponds to its Tax Code as well.
Before Incorporation, 25% of share capital should be deposited at a bank in a special account. This money is available after registration at Chamber of Commerce is achieved.
Russian Citizen and Companies Incorporation
Russian Citizen may subscribe and buy shares. For the purpose they should get a Tax Code (Codice Fiscale) issued by a Tax Agency in Italy. Tax Code is issued only if Russian Citizens have a proper Visa (not for tourism).
Attendance at public act of Russian founder is not requested. It is recommended to issue a Proxy to an Italian Citizen in order to avoid translation of acts in Russian and attendance of interpreters with related costs.
A Russian Citizen can be appointed as member of Board of Directors as well as sole director. This latter option is possible but not recommended unless Russian Citizen aims to travel to Italy often.
Directorship provides foreign citizens with the Right to get a Permit of Stay.

Company Name

Certain rules are applied for company name in Italy:
  • it is not allowed to use such words as “Bank”, “Finance”, “Insurance” or related words;
  • the use of the Cyrillic alphabet is prohibited;
  • it is allowed to use such words as “Corporation”, “Incorporated”, “Ltd”, “Corp”, “Inc”

Company suffix may be as following: Srl.

Local Registered Office

In Italy there are following variants of leasing of an office for S.R.L:
  • Leased offices;
  • Serviced offices;
  • “Virtual Offices”.

To register S.R.L. it is enough to have a virtual office in Italy.

Leased Offices
Leasing is a traditional method of acquiring office space in Italy.

Serviced Offices
Apart from the standard lease this service may include: inclusive servicing:
  • furnishings;
  • maintenance;
  • staffed reception;
  • office equipment.

The volume of services depends on the needs of a client.

Virtual Offices
«Virtual office» is a term used to describe shared office services in Italy, which typically includes:
  • business address;
  • telecommunication services;
  • meeting facilities;
  • IT-support.

To establish a virtual office, all participants must have an internet-ready computer or laptop, which meets software needs and has access to the necessary professional/industry requirements.

Seal

There are no requirements for the Companies of Italy to have a seal.

COMPANY STRUCTURE

Directors

The minimum number of Directors in SRL is one. Corporate directors are permissible.
There is no residency requirements, but it is recommended to appoint at least one Member of the Board of Directors with residence in Italy.
There are no rules for frequency of meetings of the Board of Directors. However the accounts should be yearly approved by the Board. For the validity of the resolutions of the Board of Directors, during the meetings is required the majority of the Directors, unless Articles of Association (Statuto) requires a qualified majority.
Powers of directors:
The Directors have the ordinary and extraordinary powers for company management.
First of all, Directors are responsible for company management.
Shareholders may appoint:
  • a Board of Directors with a Chairman and a Managing Director;
  • a sole Director;
  • more Directors with separate or joint powers.

Secretary

Company secretary is not required; thereby there are no special requirements for secretary's residency, and qualification.

Shareholders

The minimum number of Shareholders in Italian companies is one, which can be either a person or a company.
Corporate shareholders are permissible. It is an advantage that there are no residency requirements for shareholders.
The records of Shareholders are publicly accessible.
There are two different kinds of meetings of Shareholders in Italy:
  • Ordinary Meetings;
  • Extraordinary Meetings.

Ordinary Meetings should take place at least once a year, for accounts approval, not later than 120 days after the closing of business year.
Decisions are taken with the majority of the votes of the attendants. Another condition for validity of decision is the attendance of shareholders representing at least 50 % of share capital.
Meetings take place at legal address unless M.o.A. allows to call the Meeting in another place or to establish other procedures (mailing, videoconference, etc.).
Ordinary Meetings are called by Directors. Secretary of the Meeting is appointed by Meeting.
The following matters can be discussed at the Ordinary Meeting:
  • approval of accounts of Company;
  • appointment/removal of Director or Board of Directors;
  • appointment of Members of Board of Auditors;
  • Directors fees and auditors fees;
  • decisions on the responsibility of Directors and Auditors;
  • distribution of dividends;
  • change of address (in the same municipality);
  • any matter reserved to Shareholders decision by Memorandum of Association (Statuto);
  • any matter upon request of Directors or Shareholders.

Extraordinary Meetings take place with the attendance of Notary and are obligatory whenever the agenda involves changes of the Memorandum of Association.
Extraordinary Meetings are called by Directors.
Extraordinary meeting is obligatory by law for following decisions:
  • any change of Memorandum of Association (Statuto);
  • extraordinary operations (Merger, splitting);
  • change of company object;
  • change of address (to another Municipality);
  • change of company name;
  • change of Share Capital;
  • liquidation.

The list of shareholders of each S.r.l. is registered in the register of the Chamber of Commerce and is public. However, shares may be held through a Fiduciary Company. In this case Fiduciary company will appear as shareholder in the extract (Visura) of Chamber of Commerce. Fiduciary agreement is neutral for tax purposes and may be disclosed to State authorities in case of investigations.

Beneficiary

The records of beneficiary are disclosed to the auditors and banks.

Shares and Share Capital

The standard currency of Shares and Share Capital is Euro (EUR).
The minimum authorized share capital is 1 EUR, the minimum issued share capital is 1 EUR for S.r.l.s., while the limit for the formation of “standard” S.r.l. remains € 10.000. Nevertheless, the amount of share capital could decrease under the aforementioned limit, without any consequences in the end, the only difference between “ordinary” S.r.l. and S.r.l.s is the fact that S.r.l., even with share capital < € 10.000, has to set aside in reserve the 5% of € 10.000.
Shares of no par value and bearer shares are not allowed.

Collegio Sindacale (Board of Controllers)

Collegio Sindacale performs surveillance activity which is mainly focused on the control of company activity and of its consistency with law and includes also a check of accounts. In accordance with the article 2403 of the Italian Civil Code the Board of Controllers performs the following functions:
  • supervising observance of law and Memorandum of Association (Statuto) and correct management principles;
  • checking adequacy of Company organisation, administrative and accounting structure;
  • auditing only if the company is not obliged to appoint an audit firm.

In accordance with the article 2403, the appointment of the Board is obligatory for S.R.L. in following cases:
  • when share capital is equal or more than 120,000 EUR;
  • when company is obliged to prepare consolidated accounts;
  • when company controls a company obliged to auditing;
  • when company exceeds for two consecutive years two of following limits:
  • total assets: 4,400,000 EUR;
  • revenues: 8,800,000 EUR;
  • average number of employees: 50.

Sindaco Unico

A recent reform, introduced by law 183/2011, provided companies of smaller size, with the opportunity to appoint a “Single Controller” (Sindaco Unico) instead of a Board.
Single Controller may be appointed only by S.r.l. For this type of company a Single Controller is to be considered as the general rule: if the M.o.a. does not establish the obligation to appoint a Board, then a Single Controller may be appointed.

Schemes of Governance

First scheme
Management Board and Supervisory Board
Management Board has same functions of Board of Directors.
Supervisory Board absorbs functions of Collegio Sindacale and some functions of Meeting of Shareholders:
  • appointment of Members of Management Board;
  • approval of the fees of Members of Management Board;
  • approval of company accounts;
  • reporting to Shareholders on its activity at least once per year.

Second scheme
Board of Directors and Internal Committee.

TAXATION

Personal Taxes

Italian tax residents pay tax on their worldwide income, non-residents on income from sources in Italy.
There is a national, regional, and municipal income tax.
The main tax paid by individuals is income tax (IRPEF).
National income tax is levied at progressive rates:
  • Income up to EUR 15,000 – 23%
  • Income from EUR 15,001 to 28,000 – 27%
  • Income from EUR 28,001 to 55,000 – 38%
  • Income from EUR 55,001 to 75,000 – 41%
  • Income over EUR 75,000 – 43%

There is an additional tax on the variable part of remuneration (bonuses, incentive plans) (SIM) paid to the executives of banks, financial institutions, holding and management companies, and financial intermediaries. The base is calculated in a special way, and the tax rate is 10%.
There are special rules for taxing the performance fee – “productivity bonus".
The regional income tax rates range from 1.23% to 3.33%. Municipal income tax is usually levied at rates from 0% to 0.8%.
A special tax regime applies to employees who have become tax residents in Italy. If certain conditions are met, their taxable income from employment can be reduced by 70% and, in the case of working in certain southern regions of Italy – by 90%.
Investment income is usually taxed at a fixed rate of 26%.
There is a special tax regime for individuals who have recently become tax residents in Italy. Subject to certain conditions, they can choose to pay a fixed tax of EUR 100,000 per year, which will exempt them for a certain period from tax on foreign investment income and tax on foreign assets.

Corporate Income Tax

Companies pay income tax (IRES) at the rate of 24%.
There is also a 3.9% regional production tax (IRAP). Regions have the right to increase or reduce this tax within certain limits.
Other rates apply to financial institutions and in some other cases.
95% of capital gains in relation to investments in shares can be exempted from IRES if the holding period was at least 12 months, the subsidiary whose shares are sold was conducting commercial activity and if certain other conditions are met. IRAP is normally not charged on the gains from the sale of financial assets.
95% of dividends received from Italian companies and non-blacklisted foreign companies are exempted from IRES. However, there are exceptions to this rule. Dividends are normally not subject to IRAP.

CFC Rules

A foreign company is regarded as CFC in the event of direct or indirect control.
The profit of a CFC is taxable if the effective corporate tax rate is less than the effective tax rate that would be paid by the company in Italy and if more than 1/3 of its revenues are passive income.
If a CFC conducts substantive economic activity using employees, equipment, assets, and premises, it is possible to obtain a ruling from the tax authorities about the exemption from the CFC rules.

Withholding Tax

Withholding tax is levied at the following rates:
  • 26% on dividends (non-residents can receive a tax refund of up to 11/26 upon providing proof of taxation of dividends in the country of their residence),
  • 26% on interest,
  • 30% on the 75% of royalties paid.

The tax may be withheld on certain other income payments.
Rates can be reduced under the relevant double tax treaties or EU directives.

VAT

The standard VAT rate is 22%.
The rates of 10% and 4% apply to some goods and services.

Social Security Contributions

Social security contributions generally make up about 40% of the employee’s remuneration, where appr. 30% is the employer's contribution and 10% is the employee's contribution. Specific rates depend on the type of activity of the company, the number of employees, the employee’s position (special rules apply to managers and executives).
About 33% of the contributions is paid to the national pension fund; the rest goes to the unemployment fund, the sickness fund, the social mobility fund, and others. There is a maximum amount of the employee’s remuneration from which contributions to the pension fund are calculated (in 2020, EUR 103,055).

Foreign Real Estate Tax

Foreign real estate tax (IVIE) is paid at the rate of 0.76%.
The tax base is the acquisition cost or, in some cases, the market or cadastral value.
Foreign tax on such real estate can be credited against IVIE.

Financial Investments Tax

Individuals pay tax on financial investments.
The tax rate is 0.2%.
The tax base is the value of financial investments as of 31 December.
A small flat tax is payable in relation to bank accounts.

Inheritance and Gift Tax

The tax rates can be 4%, 6% or 8%, depending on the degree of relationship between the parties.
There are tax-exempt thresholds.

Registration Tax. Stamp Duty

There is a registration tax chargeable when filing documents with public registries.
Contracts for real estate transfer are subject to such filing.
Rates usually range from 3 to 15%.
Stamp duty is levied on certain contracts and documents, usually at flat rates, however, in some cases, stamp duty may be determined as a percentage of the contract value.

Domestic Real Estate Tax

These taxes are levied at the municipal level.

Exchange Control

There is no exchange control in Italy.

ACCOUNTS

Accounts

It is required to prepare and file accounts for SRL in Italy. They are publicly accessible.
The principle requirements for accounting in Italian Companies:
  • there is no obligation to employ an accountant;
  • accounting year normally corresponds to calendar year;
  • accounts should show only profit generated within accounting year;
  • accountancy must be kept in accordance to rules established by Civil Code and Accounting Policies;
  • Accounts of S.R.L. must be filed yearly after approval of Meetings of shareholders. Accounts include Balance sheet, Loss and profit account and a Report called Nota integrativa;
  • Another report should be compiled by Collegio Sindacale, if appointed, with an opinion on the accounts.

The small companies are allowed to file abbreviated accounts, i.e. companies that do not exceed for two consecutive years, two of following three limits:
  • total assets: 400.000 EUR;
  • revenues: 8.800.000 EUR;
  • average number of employees: 50.

Accounts Filing to the Register of Enterprises of the Chamber of Commerce and Industry
Company Accounts should be approved by the Meeting of Shareholders within 120 days after the end of the accounting period (calendar year). Normally the date of General Meeting of Shareholders is the 30th of April (or 29th of April in leap years).
The major term of 180 days is not freely determined in the Memorandum of Association. According to the Civil Code these term could be “used” only in case of: companies required to prepare the consolidated financial statements; companies with particular needs related to the activity and the organization/structure.
Italian Law set the following provision according to the terms of filing of accounts:
  • Filing with the Trade Register should be within 30 days from approval.

Penalties for late filing of Accounts
In case of late filing of Accounts with the Trade Register the penalties are charged to Companies and Directors by Chamber of Commerce. Penalty for late filing amounts at 206 EUR (depends on the region).

Books

Following company books are obligatory for SRL in Italy:
  • Books of decisions of shareholders;
  • Books of decisions of Directors (in case of more than one director);
  • Book of meetings of Collegio Sindacale.

Accounting books:
  • Libro Giornale (Day Book);
  • Book reporting all accounting operations;
  • VAT Registers;
  • Libro Inventari: book reporting accounts of the company and stock inventory.

Annual Return

It is not required to prepare and file annual return of S.R.L. in Italy.

Audit

Audit is required in each of the following cases:
  • Share capital equal or more than 120.000 EUR;
  • Companies obliged to draw up a consolidated accounts or controlling another company in which audit is required;
  • Whenever the company exceeds for 2 consecutive years the limits: total assets more than 4.400.000 EUR; revenues more than 8.000.000 EUR; average workers more than 50 units.

Tax Returns

The ordinary tax period is 12 months, with possible deviations in some cases.
Corporate income tax returns must normally be filed before expiry of 11 months after the tax year-end.
During the year, advance payments are made based on the tax liability for the previous year. The final payment is due within 6 months of the end of the relevant tax year.

International law relations

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Party to the Hague Convention (Apostille) Legal system Double tax treaties network OECD member Offshore/onshore status according to the RF laws
Yes civil law 105 Yes No

Public authorities and legal acts

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List of laws and regulations
Act name Scope of law
Civil Code (Codice Civile) civil law
Personal Data Protection Code of July 30, 2003 (Codice in material di protezione dei dati personali) personal data
Act on Protection of Savings and Regulations of Financial Markets of December 28, 2005 (Disposizioni per la tutela del risparmio e la disciplina dei mercati finanziari) financial markets
Act on Regulation of Franchising of May 6, 2004 (Norme per la disciplina dell’affilazione commerciale) franchising
Consumer Right Act of July 30, 1998 (Disciplina dei diritti dei consumatori e degli utenti) consumer rights
Tax treaties entered Albania, Algeria, Argentina, Armenia, Australia, Austria, Azerbaijan, Bangladesh, Barbados, Belarus, Belgium, Bosnia and Herzegovina, Brazil, Bulgaria, Canada, China, Croatia, Cuba, Cyprus, Czech Republic, Côte d'Ivoire, Denmark, Ecuador, Egypt, Estonia, Ethiopia, Finland, Former Yugoslav Republic of Macedonia, France, Gabon, Georgia, Germany, Ghana, Greece, Hong Kong, Hungary, Iceland, India, Indonesia, Iran, Ireland, Israel, Japan, Jordan, Kazakhstan, Kenya, Korea (Republic of), Kuwait, Kyrgyzstan, Latvia, Lebanon, Libya, Lithuania, Luxembourg, Malaysia, Malta, Mauritius, Mexico, Moldova (Republic of), Mongolia, Montenegro, Morocco, Mozambique, Netherlands, New Zealand, Norway, Oman, Pakistan, Panama, Philippines, Poland, Portugal, Qatar, Romania, Russian Federation, San Marino, Saudi Arabia, Senegal, Serbia, Singapore, Slovakia, Slovenia, South Africa, Spain, Sri Lanka, Sweden, Switzerland, Syrian Arab Republic, Tajikistan, Tanzania, Thailand, Trinidad and Tobago, Tunisia, Turkey, Turkmenistan, Uganda, Ukraine, United Arab Emirates, United Kingdom, United States, Uzbekistan, Venezuela, Viet nam, Zambia
Tax Exchange Information Agreement (TEIA) Andorra, Bermuda, Cayman Islands, Cook Islands, Gibraltar, Guernsey, Holy See (Vatican City State), Isle of Man, Jersey, Liechtenstein, Monaco, Turkmenistan
List of state regulatory authorities
Chamber of Commerce and Industry http://www.camcom.gov.it
Register of Enterprises of the Chamber of Commerce and Industry http://www.rm.camcom.it
Register of Enterprises (access to information) http://www.registroimprese.it
Revenue Agency http://www.agenziaentrate.gov.it
Department of Finance of the Ministry of Economy and Finance http://www.mef.gov.it/en/index_en.html
Ministry of Justice http://www.giustizia.it
Italian Supreme Court http://www.cortedicassazione.it
Customs Agency https://www.agenziadoganemonopoli.gov.it/portale/en/web/guest/home-english
Central Bank of Italia http://www.bancaditalia.it
Italian Competition Authority/Antitrust Authority http://www.agcm.it
Finance Police of Italy http://www.gdf.gov.it

    Юридический партнер обзора:

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