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Incorporation of a limited liability company under Italian Law


1. Introduction – 1.1. Incorporation process – 1.1.1 In general – 1.1.2 Information and documents to be supplied – 2. Main differences between an S.p.A and an S.r.l.

1. Introduction

Under Italian corporate law, two kinds of vehicles are available to incorporate a limited liability company: (i) a società per azioni (a joint stock company or S.p.A) and (ii) a società a responsibilità limitata (a limited liability company or S.r.L).

The joint stock company is governed by Articles 2325-2451 of Italian Civil Code (the “Code”) while the limited liability company is ruled by Articles 2462-2483 of the Code.

Foreigner investors may be interested in evaluating the main differences between the two vehicles in terms of corporate governance, responsibility, categories of shares, voting rights as well as the requirements for their establishment prior to decide terms, conditions and timeframe of their investment project.

In both the S.p.A. and the S.r.l. the liability of the stockholders is limited to the amount of their contribution to the company. S.p.A.s are often used for larger companies, where higher equity contributions and more flexibility with respect to transfer of shares is required. The corporate governance of the two types of companies may substantially differ. Corporate governance of S.p.A.s is usually more complex while S.r.l.s are very flexible in terms of corporate governance and internal organization.

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