Company Registration in Campione d'Italia - Business Starting & Setup

Total area of the commune is 1.6 sq. km. The population is 2.190 people (2022).

Campione takes advantage of its status by operating a casino, the Casinò di Campione, as gambling laws are less strict than in either Italy or Switzerland (also a legacy of the pre-World War II era). 15-20% of the population is employed in the casino.

Like the Italian town of Livigno, it is exempt from the EU VAT.

Generally, the main advantages of being resident in Campione d’Italia are:

• Political, social and economic stability.
• First-class Swiss infrastructure.
• Swiss Franc is the official currency.
• Banking through Swiss banks with Swiss banking secrecy.
• Attractive lifestyle in a quiet, clean environment.
• Efficient and reliable public services.
• Swiss postal services, telephone numbers and car registration plates.
• Effectively resident in Switzerland – with E.U. residence permit.
• No Italian value added tax (VAT).
• Special income tax concessions, no inheritance or gift tax.
• A duty free territory for Italy.

The most important benefits for foreign resident persons are:

1. Residents can pay IRPEF at a fix exchange rate fixed each three years by Italian government (Decreto Ministeriale). Now the exchange rate is 1 Frsv. = 0,40482 Euro. So if real exchange rate rises, so residents have benefits because they pay less than the actual value. (Decreto del Presidente della Repubblica n. 917 del 22 dicembre 1986).
2. Ability to become a citizen of the EU, this status allows you to move freely in over 25 countries.
3. Residence in the State with the highest level of infrastructure development and the lowest crime.
4. Ability to use high quality service about health insurance and property, education and finance.
5. Facility to open accounts in Swiss banks, which allow you to have banking secrecy guaranteed by Helvetic law.
6. Political stability, economic and social development.
7. Possibility of obtaining permanent residency in Italy (residence permit) after 5 years of residence.
8. Possibility of obtaining Italian citizenship after 10 years of residence.
9. No Italian value added tax (VAT).
10. Possibility of registering motor vehicles and motorcycles with Swiss license plate, so is possible to pay the stamp duty and the insurance at very convenient rates.

Campione d’Italia is the only part of Italian territory where Italian VAT is not applied, so many companies have established their headquarters here.

Even if Campione is not part of the Swiss Customs, it is subject to Helvetic custom model, so imposition of VAT (8%) and Helvetic duties. But so this does not make a champion of Italy duty free area, in fact this status is still the subject of negotiations between Italy and Swiss. The most important benefits for legal persons are:

1. Helvetic customs model, so Italian VAT is approximately 8% and duties are lower than Italian normal duties.
2. Facility to open accounts in Swiss banks, which allow you to have banking secrecy guaranteed by Helvetic law.

For instance, if Italian company sales its products to another company registered in Campione d’Italia, Italian VAT is not applied. It is very interesting to observe that all these benefits lead to a tax savings of approximately 36% compared to the rest of Italy, so compared to the same activity set in another part of Italian territory.

Moreover, in these days, Italian government is going to actuate a specific law about the small and medium businesses (identified in Raccomandazione 2003/361/CE della Commissione, del 6 maggio 2003), that “will begin new economic activity from June 2012 and plant headquarters and main activity in Campione d’Italia. These companies could receive tax benefits such as exemption from income tax, from the regional tax on productive activities and from the property tax related to property held in Campione d’Italia and used for the economic operations during the first five tax years from 2013”.

Legal system of Campione as in whole Italy is based on civil law.

Basic provisions on companies are established by Italian Civil Code (Fifth Book – V title).

According to Italian legislation, one may register two groups of Companies in Campione d’Italia:

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. 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 Campione d’Italia:

• 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.

There are several stages of registration of S.R.L. in Campione d’Italia:

• 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.

S.R.L. is incorporated through a public act with the attendance of a Notary.

Memorandum of Association should reflect:

• 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).

The Memorandum of 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 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.

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 follows: Srl.

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.

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

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 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.

There are no requirements for the Italian companies to have a seal.

The minimum number of Directors in SRL is one. Corporate directors are permissible.

There are 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.

The Directors have the ordinary and extraordinary powers for company management.

First of all, Directors are responsible for company management.

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

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.

Information about the Beneficiary of the company in Italy is disclosed to accountants (auditors) and banks.

Italy approved the introduction of the Register of Beneficiaries in 2019. And the first information was submitted to the Register in the spring of 2021.

Any changes to the information must also be provided within 30 days.

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 EUR. 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 EUR, has to set aside in reserve the 5% of 10.000 EUR.

Shares of no par value and bearer shares are not allowed.