Stock Corporation

General Information

The S.p.A. is the corporate form that is closest to the American concept of a corporation. The principal advantage of an S.p.A. is that shares may be transferred with relative ease and can be listed on a stock exchange. However, to protect the larger number of shareholders thus attracted regulations are particularly strict.

Incorporation

Formation by at least one person - individual or legal; nationality irrelevant.
Incorporation requires notarial deed of incorporation (if single founder) followed by entry into the Companies' Register. The company comes into legal existence immediately upon registration. Any person acting in the name of the S.p.A. prior to registration is deemed to be personally liable.

Duration of incorporation of approximately 1 - 6 weeks.

Incorporation costs of approximately € 5,000 plus VAT for notarial fees.

Capitalisation and Financing

The statutory minimum corporate capital, which must fully paid up prior to incorporation, amounts to € 120,000. Contributions can be made in cash, in kind or assignment of receivables. Non-cash considerations must, however, be independently valued by a court-appointed expert to ensure their adequacy.

Board Structure

As of Jan. 1, 2004, Italian Civil Code provides for three different management models: the traditional model, which applies if none of the other models has been chosen in the articles of association, a one-tier model and a two-tier model. The choice between these models is of outstanding importance, as it greatly affects the role of the shareholders' meeting.
Furthermore the S.p.A. must have a board of auditors.

Traditional model: Shareholders' meeting appoints board of directors and board of
auditors.
One-tier model: Shareholders' meeting assigns management to board of directors.
Board of directors appoints audit committee from among the
directors.
Two-tier model: Shareholders' meeting appoints supervisory board. Supervisory
board appoints and controls managing board.

Annual Costs

Approximately € 825 - 885 (filing costs and stamp duty, registration fee).

Corporate Taxation and Financial Reporting

Companies, having their registered or administrative office or main business in Italy, are liable to pay companies income tax (IRES) on their net aggregate income accruing in Italy or abroad. Taxable income is profit resulting from profit and loss account; expenses and costs necessary for production are deductible.
Tax rate is 33 %.
Annual accounts must be drawn up within 120 days of the end of the business year. Generally, accounts must consist of a balance sheet, a profit and loss statement, a note to the financial statements, a report on the management and an auditor's report. Accounting shall be done in accordance with IAS/IFRS.

Employee Participation in Corporate Bodies

None.