Remote Incorporation of Limited Liability Companies
Starting from December 14th 2021, in Italy it is possible to set up, remotely, a limited liability company (“Srl”), without the shareholders being physically present before the Notary.
The deed of incorporation is drawn up in public digital form and the physical presence of the shareholders is replaced by the use of a WEB portal that allows the notary to ascertain the identity of the video participants, verify the signature certificates and perceive what happens to the parties connected by videoconference at the moment they express their will.
The new online incorporation concerns all limited company, regardless of the amount of share capital. We are therefore referring to both so-called 'ordinary' limited companies and simplified limited companies (i.e. those specific limited companies with a capital of less than EUR 10,000 and standard articles of association). Joint-stock companies will continue to be incorporated with the obligation of the presence of the shareholders before the notary.
Remote incorporation may also be carried out only if the share capital consists of cash contributions provided that the same share capital is paid before the signing of the deed of incorporation and by bank transfer, to the notary in charge who will keep it in his dedicated current account and then transfer it to the newly established company as soon as it is registered in the Chamber of Commerce.
This new way of remote incorporation represents an important step forward in speeding up and facilitating the incorporation of companies in Italy. For example, this new method will avoid the legal representatives of multinational companies having to go to Italy for incorporation, or, alternatively, having to issue a power of attorney which, in addition to being notarised, had also to be apostilled, depending on the country of issuance.
The newco will be registered and ready to work in 3 -5 working days.
LDP Tax & Law is at your disposal to jointly evaluate the best type of entity to be established and to prepare articles of association, shareholders' agreements, investment agreements and any other agreement between shareholders and third-party investors, as well as to coordinate the notarial intervention that formalizes and finalizes your new Italian entity.
Contact us at [email protected] for any further information and to set up, remotely, a new company in Italy.
LDP Tax & Law – P.IVA e C.F. 10824440159 –Via M. Buonarroti 39, 20145 Milano
tel. +39 02 48006514 fax: +39 02 460115 e-mail [email protected] - website: www.ldp-ita.com LDP is an Independent member of the International Network Leading Edge Alliance
