One of the downsides of opening a brand-new company will be the effort and time that you have to be ready to invest.
What is a shelf company and why buy one?
Buying a shelf company will allow you to get right down to business, starting your operations as soon as possible and bypassing the complex bureaucracy involved in opening up an Italian company. As an added bonus, a shelf company will have a clean record, which will ease the process of obtaining credit or doing business arrangements.
Foreign corporations can open shelf companies as subsidiaries, which will be subject to Italian law and accounting practices, or as branches of a parent company, which will report to the country where the parent company is based. A subsidiary is its own entity and will be taxed as such by the Italian government, while a branch is more closely tied with its mother company abroad and must also share the same name.
2 types of companies: the differences between Srl and Spa
Which one you choose depends on the size of your business and your future projections of growth.
The costs associated with opening a shelf company
Here are some ballpark figures to give you an idea:
For a Limited Liability Company (SrL):
€10,000 is the minimum share capital for a subsidiary. If you are instead looking to acquire an Italian branch for your company, there is no minimum capital. You can also set up a SrL with 1€ paid-up capital.
For a Joint Stock Company (SpA):
€50,000 is the minimum share capital.
Even though the minimum capital is a statutory requirement, a shareholder is required to transfer a minimum of 25% of the paid-up capital.
The process for opening a shelf company
You’ll deposit the necessary amount with the Notary, who will also be in charge of completing the process. In front of him or her, you’ll have to nominate the board of directors or a single director (Amministratore Unico), as well as a legal representative for the company (who may also be a director). Directors may be of any nationality and reside anywhere. However, any directors who are not residents must get a personal tax code (Codice Fiscale).
The process can also be carried by a local accountant with a foreign proxy, and in this case you would not need to be physically present before the notary. This accountant can work on your behalf and aid you in further easing the process of officially becoming the owner of the shelf company, helping avoid the hassle of presenting yourself in person.
After the board of directors is appointed and the transfer of ownership completed, you may make modifications to the company and start engaging in commercial activity.
The company, which may be renamed if you see fit, is required to have a registered office in Italy. With the correct business licenses, a shelf company can carry on its business in any industry.
It’s difficult to encompass the entire process of opening up a shelf company in one brief article. Even though it’s much simpler than opening up a brand-new company, we’ve only just scratched the surface!
If you need any help or have further questions, please feel free to contact us!
For more information about these topics check out also our video below about opening a Partita IVA or also the one about the alternatives to open a Partita IVA.