Australians Trading with Italy
The commercial partnership between Australia and Italy is strong and growing, since in the last years both the countries are getting more involved in supporting and increasing their trade relationships.
Structure of Business entities under Italian law
Società in nome collettivo (Unlimited Partnership)
This type of business entity is a partnership whose partners have unlimited liability for all the acts and transactions entered into by the partnership. All or any of the partners may be appointed as directors of the partnership. Italian law generally restricts the transfer of a partner's interest in the partnership.
Società in accomandita semplice (Limited Partnership)
This entity has a combination of limited and unlimited liability. There are two categories of partners: general partners who have unlimited liability, and special partners who are liable only to the extent of their capital contributions to the partnership. Only general partners may be appointed as directors of the partnership.
Società in accomandita per azioni (Partnership Limited by Shares)
The structure and characteristics of this type of business entity are similar to a limited partnership, except that:
the capital contribution of the partners is represented by shares; and generally, the law relating to limited liability companies will apply.
Società a responsabilità limitata (Limited Liability Company)
This type of business entity (usually indicated as "S.r.l.") is equivalent to a private limited company in which the capital participation of the members is represented by quotas instead of shares. Shares are physically represented by certificates but quotas are only registered in the quotaholders book maintained by the company. The company's articles of association may restrict the transfer of quotas. The minimum capital requirement is Lire 20,000,000.
Società per azioni (Public Corporation)
This type of company is the equivalent of a public limited company (usually indicated as "S.p.A."). There is a minimum capital requirement of Lire 200,000,000. The interests of shareholders in the share capital of an S.p.A. are represented by shares. An S.p.A. can issue different classes of shares with different rights attached to each class. For example, not all classes of shares issued to the shareholder give the right to vote at company meetings. Limitations apply under Italian law to the issuance of shares with limited voting rights. All shares must be issued for a minimum of par value and must be in nominative form. However saving shares (see next page), if fully paid–up, may be issued to the bearer. The following is a brief description of the various classes of shares issued by an S.p.A.
– Ordinary Shares: Ordinary shares confer on their holders all rights in the company, subject to any rights preserved to other classes of shares.
– Preferred Shares: The holder has a right of priority in the distribution of the company's net profits and net assets upon liquidation. Limited voting rights may be established in the company's articles of association.
– Employee Shares: Shares may be issued by an S.p.A. to distribute profits to employees. The articles of association of an S.p.A. may establish specific rules governing the form and the transferability of the shares and the rights of the shareholders.
– Redeemed Shares: Shares may be issued for redeemed ordinary shares. The issued shares usually do not give the holder the right to vote at shareholders' meetings. These shares confer a right to a dividend only after other shareholders have obtained a dividend equivalent to at least the legal interest rate. Upon liquidation, shareholders participate in the distribution of the assets remaining after other shareholders are reimbursed for the nominal value of their shares.
– Saving Shares: Shares may be issued only by S.p.A.'s listed on a stock exchange in the event of an increase in capital or in the event of the redemption of ordinary or other shares. These shares may be listed on a stock exchange. Saving shares do not give the holder the right to attend and vote at the ordinary shareholders' meetings. Furthermore, the law provides for special rules concerning the method of subscription and the distribution of a company's profits and assets upon liquidation.
Only S.p.A. and S.r.l. entities confer limited liability on all their members, subject to certain conditions. They are the most common business organizations used by investors to conduct business in Italy. A subsidiary of a non–Italian parent company may be set up as either an S.p.A. or an S.r.l. Below is further information on the incorporation, management, acquisition and mergers of S.p.A. and S.r.1. entities.
Foreign enterprises will find optimal conditions for investing in Italy, first of all a broad market, a competitive logistic structure, capital investments and a new system of incentives including female entrepreneurs too.
Based on EEC regulation concerning government assistance to companies, the incentives mostly aimed at SME's.
The provision also regulates the percentage of contributions to be disbursed, which normally depends on the size of the company (according to number of employees, sales or balance sheet, shareholders) and its location.
The Sme's size has to follow these criteria:
a maximum of 50 employees for small companies and 250 for medium–sized ones;
maximum sales of 7 million euro for small companies and 40 million euro for medium–sized companies;
services sector (including commerce and tourism)
maximum of 20 employees for small companies and 95 for medium–sized ones;
maximum sales of 2.7 million euro for small companies and 15 million euro for medium–sized companies.
As regards location, it is necessary to distinguish between incentives applicable to the entire national territory and those applicable to particular areas which, based on specific economic criteria, are at a significant disadvantage from an economic point of view. In these so–called "depressed" areas, greater incentives are available when making certain types of investments. The areas in question are the following:
Regions in which GDP per capita, is less than 75% of the EEC average, mostly in the South Italy
Areas in industrial decline, in which the unemployment rate is greater then the average EEC rate of the last three years, as well as rural areas with a low level of socio–economic development. In this case, the areas concerned are town or even parts of towns.
Temporary support system: also defined as phasing out, this is temporary financial support for areas included in a priority objective area, but which no longer fulfil the criteria for that type of objective. The aim of this is to allow gradual exit to regions and areas no longer eligible for funds.
Article 87.3 c: to the depressed areas, we must also add those towns that can take advantage of further concessions as they benefit from a special exception set forth in article 87.3.c of the consolidated version of the Treaty establishing the European Community.
For more informations, please visit web pages welcome in italy in www.esteri.it
Sviluppo Italia is the national Agency for enterprise and inward investment development. The mission of Sviluppo Italia is to promote, speed–up and spread production and entrepreneurial development throughout the country.
These aims are pursued through a network capable of identifying, attracting and managing resources in a broad–ranging economic development perspective. For promoting and developing investments, Sviluppo Italia acts as one–stop shop –an institutional board of reference for Italian and foreign investors – capable of managing and co–ordinating the entire cycle of the location process: from selection of location opportunities to the project implementation, from assistance with Public Administration to provision of incentives and after–care services.
The most effective tool to attract investments is the so–called contratto di localizzazione, an agreement entered into by Sviluppo Italia, the Public Administration, the Local Authorities and the Business concerned. This agreement provides a guarantee in terms of timeframe, costs, infrastructure availability and direct provision of incentives.
More informations are available on the website www.sviluppoitalia.it/
Please consult also :
For further information please contact :ITALY'S BUSINESS ADVISER
YOUR ITALIAN AUSTRALIAN CONSULTANTS