Setting up a business in Italy

STANDARDIZED COMPANY

Legal Form: Società a responsabilità limitata (Srl)
Paid-in Minimum Capital: 10.1(% of income per capita)
City: Rome

PROCEDURE

1. Deposit at least 25% of the amounts contributed in cash with a bank
Time to complete(days): 1
Cost to complete: nominal (bank commission)
Comment: At incorporation, 25% of the company’s capital contributed in cash must be paid in and deposited in a bank account. The payment of the capital may be replaced by an insurance policy or by a bank guarantee for at least the same amount. If the company capital is not wholly paid in at incorporation, the company has
a credit against the founding shareholders for payment of the outstanding portion of the capital.The directors have power to claim the payment at any time.

2. Execute a public deed of incorporation and company bylaws before a public notary; pay registration tax.
Time to complete(days): 1
Cost to complete: EUR 3,638 notary fees; registration tax is included in procedure 5.
Comment: A public deed of incorporation (atto costitutivo), including the company’s bylaws (statuto) must be drafted and executed before a public notary by the quota holders or their authorized 12 representatives. The notary drafts company bylaws on standard forms, which the notary provides. The cost of the forms and stamp duties are included in the notary fees.Registration tax, due within 20 days of incorporation, is paid to the notary public, who will also provide 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
Time to complete(days): 1
Cost to complete: authentication fees for corporate books + EUR 14.62. stamp fee for each 100 pages, EUR 25.00 registration fee
Comment: Law Decree 185/2008 which became effective as of March 2009, abolished the shareholders book for S.R.L. and introduced Art. 2215-bis of the Civil Code which provides for the possibility to keep all corporate books and accounting books on electronic format; in this case, a digital time stamp (and electronic signature) must be put on a three months basis and the cost to register electonic books depends on D.M. 23 gennaio 2004.

4. Pay government grant tax to the post office current account
Time to complete(days): 1
Cost to complete: EUR 310
Comment: The tax is due to the Office of Revenue every year. The amount is i) EUR 309.87 to pay the grant tax if the company’s social capital exceeds EUR 516,456.90 and ii) EUR 516.46 if the company's social capital exceeds Eur 516,456.90.

5. Register online with the Register of Enterprises (Registro delle Imprese) at the local chamber of commerce.
Time to complete(days): 1
Cost to complete: EUR 168 for registration tax + 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)
Since 1st of April 2010, it is mandatory that the applicant electronically file a single notice (Comunicazione Unica) with the Register of Enterprises. This includes issuance of the tax identification number, VAT number, and registration with Social Security Administration (INPS) and Accident Insurance Office (INAIL). The applicant must attach the forms requested by (i) the Register of Enterprises for the registration (ii) the Italian Tax Authorities for immediate starting of business, and (iii) by INPS and INAIL for the registration with these Administrations.
Comment:
Under Decree Law no. 185/2008, converted into Law no. 2/2009 dated January 28th 2009,companies are now required to provide a certified e-mail address on the registry of companies registration form. Furthermore, all businesses incorporated as a company must communicate their certified electronic mail address to the Registry of Companies within 29th Novembre 2011.
After the single notice is filed, the firm receives all the documents within 7 days. All notices,communications and receipts of filing are sent to the Company’s certified email address.

6. Notify the competent Labor Office (DPLMO) the employment of workers
Time to complete(days): 1
Cost to complete: no charge
Comment: The Law no. 296/2006 provided that the Company shall have to notify the Provincial Labor office(direzione provinciale del lavoro e della massima occupazione, DPLMO) about the hiring of personnel one day before from the star of the labor relationship.

Registering a Patent in Italy

A patent application must contain the description, claims and drawings necessary to understand the invention (article 51(1) IPC, as modified by Legislative Decree 131/2010).

In the description, any invention must be described in a sufficiently clear and complete way so that a person expert in the field can apply it. The invention must also have a title correspondent to its subject matter.

In the claims, it must be specifically indicated what the inventor wants to include in the subject matter of the patent. The limits of the protection are set by the claims; however, the description and the drawings are useful for the interpretation of the claims themselves.

Patents are granted around three years after the filing date.

Filing fees range from approximately EUR 165 to EUR 730 (patent agent or legal expenses are variable).

Maintenance fees increase progressively from the fourth year (approximately EUR 37) to the twentieth year (EUR 250). Again, patent agent or legal expenses are variable.

Patents are valid for 20 years following the filing date.

With reference to pharmaceutical and plant protection products, a patent term can be extended up to five years if an SPC is granted.

These notes should be regarded as no more than a general guide to current legal issues and should not be relied on as a definitive expression of the law. They are not intended to be exhaustive, or to be regarded as a comprehensive or formal legal opinion on any matter mentioned.