Limited Liability Companies in Italy:
Characteristics of S.R.L. and S.p.A.
In both S.R.L. and S.p.A., where the company has more than one participant, the liability of the company is limited to its assets, while the participants are not personally liable except where they have fraudulently used the company for their own purposes.
It is possible to set up a S.R.L. with one quota holder having limited liability if the quota holder is an individual. If the quota holder is a limited company, it will have unlimited liability in the event of compulsory liquidation.
The sole shareholder of an S.p.A. has unlimited liability.
The following are the main differences between an S.p.A. and an S.R.L.:
- In a S.p.A. the capital is represented by shares which can be transferred by endorsement. All shares in Italy are nominal. In an S.R.L. the capital is represented by quotas which are not represented by an endorsable instrument.
- The minimum capital of a S.p.A. is €120,000.00, and €10,000.00 for a S.R.L. At least 25% of the corporate capital must be paid in at incorporation.
- A S.p.A. must have a committee of auditors, while a S.R.L. do not need a board of auditors except in specific cases (art. 2477 c.c.).
Both kinds of companies are incorporated by public deed drafted by a notary public.
Both kinds of companies must be registered at the Company Registry Office.
Both kinds of companies can be managed by a sole director or by a board of directors appointed at incorporation or by the shareholders’ or quota holders’ meeting of the company.
In both types of company the sole director or board of directors can appoint a managing director. Directors do not need to be Italian citizens.
Both kinds of companies have a shareholders’ or quota holders’ meetings that approve their balance sheet and profit and loss account and has exclusive voting powers on certain points such as liquidation of the company.
Where required by law, the company must also have a board of statutory auditors, whose major functions are to inspect the books and present a report on the official financial statement.
The financial statement, which includes a balance sheet, a profit and loss account, a report by the board of directors and a report by the board of statutory auditors, if any, should be prepared within four months of the end of the fiscal year (this period may be extended to six months). Within the same period, a regular quota holders’ or shareholders’ meeting should be called to approve the balance sheet. The financial statement must then be deposited with the Company Registry Office, together with a list of the quota holders or shareholders.