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Italy

Partners

Updated 02/2013

Legal requirements

With the corporate law reform, the Italian legislature amended the rules relating to limited liability companies and cooperatives, and new procedures have been introduced in the field of company law, financial intermediation, as well as in banking and credit.

Types of collaboration

Forms of partnerships are unlimited, since the Civil Code leaves it up to the free will of the parties to agree on various forms of contracts.

The most common are franchises and joint ventures.

Franchising

Franchising Is a written contract, between two economically and legally independent parties. According to this agreement, one party (the franchiser) grants the other (the franchisee) the right to use a set of industrial or intellectual property rights, through the granting of a licence. The contract also provides for the use of a previously established distribution network, which is functionial and tested by the franchiser.

The franchisee will become part of a network of franchisees located throughout the country with the aim of marketing various products and services of the franchiser.

Joint venture

A joint venture defines any type of cooperation between companies for the purpose of carrying out business or embarking upon a long-term business relationship. There are two main types of joint venture: The corporate synergy that is created between the partners is capable of generating considerable advantages, not reachable by the individual company.

There are two main types of joint ventures:

  • Corporate joint ventures: the partners form a new company which is provided with the necessary resources to achieve the objectives of the collaboration.  They can take various forms, depending on the different operations that the parties decide to put into effect, along with production factors (capital, know-how, patents, etc.).
  • Contractual joint ventures: the parties to the agreement are linked by the only contractual agreement under which each one operates independently in the pursuit of common goals subscribed with the constitutive act.  This particular form of joint venture is used when the business activity to be carried out will be occasional and limited in time.

New types of European business structures

The European Private Company (SPE) is a type of company created with the specific purpose of enabling small and medium-sized enterprises to operate and conduct their business in the single market, providing them with a simplified legal instrument.

The statute of an SPE is governed by Council Regulation EC 2157/2001 and, for anything not covered by the regulation, it is governed by national legislation on joint stock companies.

The SPE requires a minimum share capital of € 120,000 divided into shares. Where the law of a Member State prescribes a minimum capital higher than such a figure, the specific legislation of the state in question will be applied. The European Private Company can be set up in four ways:

  • Merger or incorporation;
  • Setting up an SPE holding;
  • Setting up an affiliate SPE;
  • Transformation.

The SPE can be administered according to a one-tier system (with only the administrative body) and a two-tier system (the management body and the supervisory body).

European Economic Interest Grouping (EEIG) is a corporate structure which allows companies and freelancers, from different EU countries, to set up various forms of transnational cooperation based on the same contractual model recognized on a national level and naturally by the European Union.  The EEIG is a legal organisation with a mutual purpose distinct to its members. Its main objective is in fact to achieve a form of efficient cooperation limited to certain areas of production.

The European Cooperative Society allows cooperatives to operate throughout the European Union making use of a single legal personality.

The SCE may be formed in three ways:

  • By the merging of two or more cooperatives;
  • By contract;
  • By conversion of a cooperative with branches or subsidiaries in different member states.

The main aim of the SCE is to satisfy the requirements and/or to promote economic and social activities of its own members, in particular by way of concluding agreements with the latter to provide goods and services or to carry out work in the area in which the SCE carries out or commissions.

The share capital must be at least € 30,000 and form prescribed by the statute is private writing.

An SCE can be set up in the ways set out in Article 2 of Council Regulation (EC) 22-7-2003 No 1435/2003 and is treated in each Member State as a partnership established in line with the laws of the Member State in which the SCE has its registered office.

Other options for expanding your business are taking over an existing one, merging with another company or opening a branch in another EU country.

Administrative procedures

Registration

Franchising

Affiliation contract can be registered because it allows to assign a definite date to the document signed by the parties.

Particular financial benefits are provided for entrepreneurs who enter into a franchise agreement.

European Private Company

For this type of company there are Few registration formalities. Registration can be effected by electronic means and generally requires only an indication of the name and address of the SPE, the founders, the initial capital and the articles of association.

European Economic Interest Grouping

To create an EEIG it is necessary to enter into a contract in writing; a notary is not required, except for the purposes of authentication of the signatures at to the bottom of the private agreement required and for any assignments of property.

In addition to the establishing contract, other information, such as the number, date and place of registration in the Business Register, must be published in the official journal within 30 days of registration.

The EEIG is not subject to any specific tax, as its turnover is attributed to the individual members, who are hence taxed.

European Cooperative Society

A European Cooperative must be registered in the European Union Member State in which it has its head office and can transfer its office to another Member State without having to dissolve the SCE and create a new registration.

Notice of registration and of deletion of a registration of a SCE shall be published for information purposes in the Official Journal of the European Union.

Double tax relief

Bilateral agreements concluded between Italy and a number of other European and non-European countries regulate the problem of double taxation on income and assets. The agreements establish how tax must be shared between the two States involved.

According to the types involved, the taxation can be:

  • Concurrent, collected by both States.
  • Exclusive to one State.

Resources

You can use the partner search database of the Formez Institute to find partners all over the world and develop European and international projects.

Help & advice

Help & advice

E-mail a business organisation near you

The EU runs a network (Enterprise Europe Network) of local business organisations in most European countries that may be able to help you.

Choose your country and town and enter your enquiry below.

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