Italy

Società per Azioni – S.p.A.

Società a responsabilità limitata – S.r.l.

Limited Partnership ((S.A.S. or Società in Accomandita Semplice)

Branch (sede secondaria)

Minimum authorized capital

€ 120,000.00  divided into shares

(only Eur 30,000 should be paid*)

€ 10,000.00 divided into quotas

(only Eur 2,500 should be paid*)

Not required

Not required

Founders/Members

One.

*However 1 shareholder should deposit a bigger share capital.

One.

*However 1 shareholder should deposit a bigger share capital.

Two (at least one should be a managing partner)

Parent company

Status

Legal person

Legal person

Legal person

Not an entity separate from the parent company

Liability

Shareholders benefit of a complete limited liability

Shareholders benefit of a complete limited liability.

Has two types of partners: general partners and limited partners. General partners are jointly and severally liable for the partnership’s debts and obligations, whilst limited partners are generally liable for the partnership’s debts and obligations only to the extent of their contributions.

The foreign company is directly liable for the debts and obligations of the branch.

Registered Address

Physical office: Not required (a virtual office is enough to setup the company and to obtain the VAT number)

Managing bodies

The Shareholders’ Meeting is the S.p.A. sovereign corporate body.

Managing body composition depends on the corporate governance model adopted by the company, even if under the so-called “ordinary” model (which is the more common one) the company management is entrusted to a managing body, either composed of multiple directors (i.e. Board of Directors) or a single director (i.e. Sole Director)

Auditing: Required. A Board of Auditors (Collegio Sindacale) of 3 independent auditors should be employed.

Quotaholders may take decisions provided for by law or company’s Articles of Association in the collegial manner typical of Shareholders’ Meetings.

S.r.l. may be managed by a Sole Director or by multiple Directors. In the latter case, the company may adopt one of the following administration systems: (i) Board of Directors; (ii) Several Management; (iii) Joint Management.

In S.r.l.s management control and accounts auditing are entrusted to a Board of Auditors or a Sole Auditor. Control Body is not mandatory

Partnerships do not have a body called the "general meeting", as partners are free to meet whenever they want and to take decisions even on matters not included on the agenda. Their decisions are taken unanimously, but the by-laws can indicate certain matters on which decisions can be taken by a majority of the partners.

There is no need to appoint directors or a board of directors for the branch, but you need just a local representative of the foreign company in charge for the Italian branch (“preposto”). However, you may decide to limit or expand the powers attributed to the local representative.