The online incorporation of a limited liability company will soon be a reality also in Italy. If up to now, to set up an Italian Limited Liability Company ("Società a responsabilità Limitata" or "S.R.L."), the future shareholders (or their attorneys) had to physically meet at the office of a notary to sign the public deed of incorporation, shortly they will be able to stay connected from home, from their office or even from abroad and still set up their new Italian limited company. As we have many international clients and assist them in setting up their limited liability companies in Italy, we know how complex it can sometimes be to coordinate the presence of foreign people at the notary's office, so this innovation really could be very useful.
The national press has recently reported on the approval by the Italian Government of the draft legislative decree transposing the EU Directive (EU n. 2017/1132), which provides for the adaptation of the laws of EU countries with the possibility of setting up limited liability companies online. The draft measure has passed to the committees of the Italian Parliament for the expected opinion and then back to the Government for final approval.
Italian notaries have already organized themselves for the online incorporation of limited liability companies, preparing a new online software platform that will allow them to identify the participants, receive their willingness to set up the limited company, make it possible to sign the deed and carry out all the ancillary procedures necessary for incorporation, not least for anti-money laundering purposes. It will even be possible to issue a digital signature device through the platform for those who do not have one.
The digital procedure for the incorporation of the Italian limited liability companies will not allow the initial share capital to be contributed in kind (credits, real estate, capital goods, etc.), but will only accept contributions in cash, through the preliminary deposit of the amount due in the notary's escrow account (special bank account), who will then transfer it into the company's account as soon as the company is incorporated, registered and has opened its new bank account.
It will be possible to set up the S.R.L. online with the partial presence of the shareholders in person at the notary's office while the others are connected online. In this case, however, the digital notarial deed must be signed by everyone using an electronic signature.
Furthermore, regional notarial competence has specific rules in the case of digital incorporation.
Finally, it is worth noting that only Italian S.R.L. will be able to be incorporated online (ordinary S.R.L., reduced capital S.R.L. and simplified S.R.L.), while partnerships and joint-stock companies will still require physical presence and the traditional procedure.
We assist those who want to set up an Italian company with qualified corporate, financial and tax advisory, supporting them from their initial business idea to its implementation in Italy, tailoring the right corporate suit to help them bring their project to life. We support our clients and never leave them alone, in the notary phase, in the registration, in obtaining the VAT number, in setting up a bank account, in all the other procedures following the establishment of their company and then we help them along the life of their new business, with the experience gained over many decades of activity and with many other entrepreneurial Italian and foreign clients.
Rely on us and contact us with confidence, we can give you all the professional assistance you are looking for.