Partners - Italy

Updated 12/2010

Legal requirements

With the reform of company law, effective as of 1 January 2004, Italian law changed the rules on business corporations and cooperatives, and new legal proceedings in company law, brokerage, banking and credit were introduced.

Legislative Decree No 5 of 17 January 2003 - Legislative Decree 5/2003
Company law reform - Legislative Decree 6/2003

Types of collaboration

Partnerships are theoretically unlimited as they are not regulated by strict laws but instead depend on the free will of the parties who can agree on various forms of contracts, not necessarily regulated by the Civil Code or other laws.

The most common are franchises and joint ventures.

Franchising

Franchising is a contract between two economically independent parties. For a fee, one (the franchiser) grants another (the franchisee) the right to use trademarks, logos, utility models, designs, know-how and copyrights.

Rules regulating franchising - Law 129/2004

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:

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: an agreement where two or more parties join forces to achieve some specific, short-term goal, such as the design and construction of a project; this form of collaboration is informal and quick to set up, as well as offering an easier early termination if the partners find it necessary.
Joint Venture Model Agreements [491 KB]

New types of European business structure

A European Private Company (SPE) is a flexible corporate structure created to solve the problem of debts (costs of legal consulting, management and administration) that have to be sustained by SMEs when they have to set up branches with different corporate structures in EU countries in which they wish to operate.

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 laws on public limited-liability companies.

SPEs require a minimum share capital of € 120 000 and can be set up in 4 ways:

merger or acquisition;
setting up an SPE holding company;
setting up an affiliate SPE;
transformation.

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

A European Economic Interest Grouping (EEIG) is a corporate structure which allows companies and freelancers from different EU countries to set up various forms of international cooperation based on a recognized contractual model. This allows SMEs to be able to participate in larger projects than their size would allow.

European Economic Interest Grouping [104 KB]

A European Cooperative Society (SCE) allows cooperatives to operate throughout the European Union with a single legal personality and the same rules, as stipulated for stock companies in the European Company articles of association.

The main aim of the SCE is to satisfy the requirements and/or to promote economic and social activities of its working members, in particular by way of concluding agreements with them to provide goods and services or carrying out work in the area in which the SCE operates.

The share capital must be at least € 30 000 and in the form stipulated in the articles of association and the private agreement.

SCEs 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.

European Cooperative Society Articles of Association (SCE) [292 KB]

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

A franchising contract is only mandatory in cases where there is no express right of use for premises, or there is no company lease attached to the franchise (i.e. the franchisor undertakes to provide the franchisee with required equipment). However, registration is recommended as it allows the document signed by the parties to be specifically dated.

Franchising contract

European Private Company

For this type of company, the formalities of registration are greatly reduced. Registration can be performed online and generally only requires specification of the name and address of the SPE, the founding partners, the initial capital and the articles of the articles of association.

European Economic Interest Grouping

To create an EEIG, it is necessary to draw up a registration contract ; a notary is required at least for authentication of the signatures appended to the bottom of the private agreement required and for any assignments of property.

In addition to the establishing contract, other information, e.g. 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 EU country in which its headquarters are based and may transfer its headquarters to another Member State without having to be dissolved and re-registered.

Registration and cancellation of the registration of an SCE are part of a communication published form informational purposes in the official journal of the EU.

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;
Conventions between Italy and other European countries for avoidance of double taxation

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.

Database of partnerships - Formez Institute

Check also the legislation on this topic in:

Partners - Italy