Forms of Business Organisation

Medium-sized and large companies usually choose the joint stock company (società per azioni—SpA); smaller entities usually adopt the limited liability company (società a responsabilità limitata—SrL). Both entities have legal personality.

The requirements of a corporation (SpA) are:

Capital

Minimum €120,000. Capital is divided into shares. It is possible to issue different categories of shares, bearing different rights and obligations.

Founders & Shareholders

A sole shareholder may incorporate a corporation. The minimum number of shareholders is one. There are no limitations on the maximum number, nationality or residence. In case a sole shareholder incorporates a SpA or a SrL, the entire share capital must be paid and specific publicity requirements must be met.

Governance

SpAs may choose their own management and control structure from three alternative models of governance.

(1) The “ordinary” structure is based on the shareholders’ meeting, which appoints the administrative body (board of directors or sole director) and the supervisory body (board of auditors).

(2) The “dual” structure has a management board that administers the company, plus a supervisory board appointed by the shareholders’ meeting. The supervisory board may be composed of both partners in the company and non-partners; it must have at least three members, one of whom must be listed on the auditors’ register. (The Ministry of Justice keeps a register of recognised auditors for unlisted companies and the National Markets Commission maintains a register of recognised auditors for listed firms.) The supervisory board is responsible for appointing and removing the members of the management board, and approving the financial statements.

(3) The “monistic” structure involves a board of directors with administrative tasks appointed by the shareholders’ meeting, plus a supervisory management board elected internally in the board of directors.

There are no limitations on the number, nationality or residence of directors, who are appointed for a period not to exceed three years. Board meetings may be held outside Italy if certain conditions are satisfied.