If you are a foreign entrepreneur and want to open a joint stock company in Italy, we invite you to read this article. You will learn about the key requirements for starting this type of business entity. In addition, you can explore the services offered by our specialists in company formation in Italy to get an idea of how we can help you with this endeavor.
| Quick Facts | |
|---|---|
| Purposes of a joint stock company in Italy | Optimal for large investments and business projects in Italy. |
| Legislation | Companies Act |
| Minimum share capital | EUR 50,000 |
| Registration authority | Italian Trade Register |
| Requirements for JSC in Italy | – registering a business address in Italy, – drafting of a deed of incorporation, – depositing at least 25% of the minimum capital, – appointing directors & statutory auditors, etc. |
| Tax code | Required for shareholders who want to open a joint stock company in Italy. |
| Company representative | Can act with a power of attorney for opening a joint stock company in Italy. |
| Number of directors required | At least one is needed. |
| Bank account for a JSC in Italy | Required |
| Executive meetings | Recommended once per year |
| Owning shares in an Italian JSC | Companies and foreign individuals can own shares in a JSC in Italy. |
| Shareholder liability | Limited to the amount of the investments made in the company. |
| Annual financial statements filing | Mandatory. Our Italian accountants can offer dedicated services. |
| Other requirements | To register for tax purposes and social security in Italy |
| Working with our Italian agents when opening a JSC | Personalized assistance & services are offered to entrepreneurs interested in opening a joint stock company in Italy. We guide throughout the incorporation procedures. |
Table of Contents
Are there any restrictions on foreigners opening joint stock companies (JSCs) in Italy?
No. Both EU and non-EU/EEA investors can start joint stock companies in Italy.
How is a joint stock company known in Italy?
Società per Azioni – S.p.A.
What is the purpose of a JSC in Italy?
Great option for large business projects/enterprises from abroad, typically involving significant investment.
Who can form a JSC in Italy?
Both individuals and companies from overseas.
What is the minimum share capital to open a JSC in Italy?
EUR 50,000.
NOTE: At least 25% of the minimum share capital must be deposited into a local bank account before the incorporation of the JSC in Italy.
You can also explore the infographic below, with details about this type of structure:
Where do I register a JSC in Italy?
At the Italian Trade Register.
Do I need a representative agent when opening a JSC in Italy?
Yes, to handle the paperwork via power of attorney. Our Italian agents can manage the entire incorporation process.
What are the formalities for opening a joint stock company in Italy?
- check the business name and reserve it if it is available,
- prepare the documents,
- open a corporate bank account in Italy,
- appoint the directors,
- register for tax purposes with the Italian Revenue Agency, and get the Codice Fiscale,
- file the incorporation documents with the Italian Business Register,
- activate the Certified Email Address,
- register the company for Social Security contributions (INPS & INAIL).
NOTES:
- one must ensure the business address of the joint stock company in Italy,
- the Certified Email address will act as the digital domicile of the firm,
- the joint stock company must have a board of statutory auditors.
Do I need any special licenses or permits to open a JSC in Italy?
Yes, depending on the future business operations.
Is a shareholder agreement mandatory when opening a JSC in Italy?
It is recommended to draft the shareholders’ agreement alongside other documents.
What is the management of a JSC in Italy?
- At least one director,
- Statutory auditors,
- Supervisory board, etc.
What is the time frame to open a JSC in Italy?
A joint stock company in Italy can be registered in approximately 7 days if all documents are correctly presented.
Can a JSC/S.p.A. issue shares?
Yes.
Who is personally liable for JSC debts in Italy?
Shareholders of a JSC in Italy are liable only up to the contribution they made to the firm. As such, personal assets are protected against debts registered by a joint stock company in Italy.
What is the taxation of joint stock companies in Italy?
- 24% corporate income tax (IRES – higher rates apply to JSC activating in the financial sector, etc.),
- 3.9% regional production tax (IRAP) in certain Italian provinces,
- 26% withholding tax imposed on outbound dividends distributed by an S.p.A. to individual shareholders. Reductions and exemptions apply.
If you want to set up a joint stock company in Italy, feel free to contact our company formation agents. We can also assist with the registration of other types of companies and provide accounting services in Italy.