SAS Company Registration in Italy - Business Starting & Setup

There are two types of Partnership in Italy:

• General Partnership (Società in nome collettivo, S.N.C.): the partners are jointly liable for the partnership's obligations without limit;
• Limited Partnership(Società in accomandita semplice, S.A.S.) composed of at least one partner with unlimited liability (General partner) and at least one partner with liability limited to the amount of capital that they have paid in (Limited Partner).

S.A.S. - Societa in accomandita semplice is the Limited Partnership in Italy.

The distinguishing features of S.A.S. in Italy:

minimum number of partners – two;

there is no limiting restriction to number of partners established by law;

at least one partner should be General Partner and at least one Partner with a limited liability;

there is no minimum share capital established by law;

there are no residency requirements to Partners;

there are no requirements to obligatory audit procedure;

it is enough to have a “virtual office”;

the participations may be transferred only by means of the consent of all the other partners.

• Reinvested Profits: if company does not distribute (totally or partially) profits to its partners, then it is possible to submit that part of profit to taxation with IRES rate of 27.5%.
• Taxable base: Interest on debt may be deducted from income of corporates only within 30% of ROL (Gross Operative Income). ROL is calculated as Revenues – Operative costs + Depreciation. This rule does not apply to partnerships (S.N.C./S.A.S.).
• ACE Deduction. ACE was introduced in 2011. It is an incentive for companies that reinvest their profit or whose shareholders provide with additional funds (share capital / reserves). ACE is calculated as 3% of additional Capital. With regard to S.A.S., ACE is calculated as 3% of Net Worth.

Points 2 and 3 make S.A.S. profitable at the moment for people who invest in properties in Italy for several reasons:

1. If company is incorporated only to invest in properties then there is no risk involved for general partner or in any case is risk is reasonable;
2. If company buys property with a mortgage, then Interest may be deducted without any limit;
3. 3% of investment may be deducted by company, with the result that a relevant percent of earnings (for instance rental fees) will be exempt from taxation.