Open a company: How to set up and how much it costs
|Open a company|
Find out how to open a company quickly and easily. Let's see what types exist, how to set up the most suitable for your business and what are the costs of opening and management.
What is a company and what is the best way to set it up?
The company is an organization of one or more people who participate with money or goods to carry out a common activity. The typical purpose of the company is the realization of profits to be divided among the members (profit motive). To begin the business, the corporation uses the assets or money that each member provides at incorporation.
There are two basic types: partnerships and corporations. Let's see in detail what changes for each type:
- partnerships are characterized by a strong personal connection to their members. In fact, the partners are liable with their personal assets for the debts and obligations of the company (unlimited liability towards creditors)
- corporations are characterized by a less personal link with their members. In fact, in this case, it is the company that guarantees the debts and obligations of the business and the members are liable only to the extent of what they have paid in (limited liability)
The choice of which company to open depends on many factors, such as the characteristics of the activity and the responsibilities that are intended to be given to the partners. Partnerships are less commonly used because the partners have unlimited liability and are more suitable for small businesses or to carry out simple activities. Corporations, on the other hand, are more chosen because they protect the partners and limit their liability.
Types of corporations and distinctions
There are many variations of corporations with a number of characteristics to consider. Let's see what changes for each type and the differences:
The limited liability company is the most popular and flexible type of corporation to date. It can be constituted with a minimum capital of €1 and the members participate with shares that can have a different value for each member
the joint stock company is suitable for large companies and has a minimum capital of €50,000. With this type, members can participate with shares that have a fixed and equal value for all.
the limited partnership is a particular variant of the joint-stock company that allows for two categories of partners, those who can administer the company and who in case of errors must compensate for damages (general partners) and those who cannot administer and who are liable for debts only to the extent of their participation (limited partners).
Limited liability companies are the most commonly used for a new business to date. There are a few sub-types of LLCs to consider. Let's look at them in detail.
1. Ordinary SRL
The limited liability company is the most flexible and easiest to establish. In fact, the SRL can have a minimum share capital of €1 and an unlimited maximum capital. It can be opened with low costs and quickly with an appointment at the notary in an average of 72 hours.
The SRL is recommended to start any business quickly and without special requirements. In fact, it does not require special requirements of innovation of the activity carried out and is ideal for starting a new business. The SRL is the most chosen type of corporation in Italy.
2. Innovative startup
The innovative startup is a limited liability company that has the advantage of benefiting from significant savings on incorporation taxes and other benefits (e.g. access to tax incentives and dedicated funding). However, the activity must concern the production, development and sale of innovative and highly technological products or services. It can be opened quickly but it is necessary to comply with some specific requirements in order to obtain the qualification of startup.
Startup is recommended for starting an innovative business. In fact, it is designed for those who deal with products or services that are new to the market or otherwise made through a process of high technology. These characteristics must be clearly stated in the corporate purpose of the startup. For example, a company that develops management software that automates company accounting (innovative aspect) and uses a proprietary algorithm for data processing (high-tech aspect).
The simplified limited liability company (or SRLS) is a particular type of limited liability company that has reduced incorporation costs compared to a normal limited liability company but has many limitations. In particular, the partners can only be natural persons, the share capital cannot exceed €9,999 and it is not possible to customize the company's statute (e.g. it is not possible to limit the sale of partners' shares). The only advantage of the SRLS is that, unlike SRLs, no incorporation fee is due.
After incorporation, the SRLS is subject to the same management costs as a normal SRL as the taxes and obligations of the two companies are identical (e.g. accounting and financial statements). In order to overcome the limitations of the SRLS it will be necessary to convert it with a notarial deed, with a higher cost than the direct constitution of an SRL.
How to open a company: the steps and phases
To create any company it is necessary to take a number of steps. The partners can set up directly from the notary or just decide to commit for the future to the creation of a company. Here are the details of the two alternatives.
Before the actual incorporation, prospective partners can commit to going to the notary by a certain date. This commitment can result from a written agreement, through the signing of a preliminary contract of partnership. This contract also allows the main aspects of the business to be fixed, such as the share capital and the type of company.
The alternative is to form the company directly. This is the most followed and fastest option. Let's see together what are all the necessary steps.
1. Creation of constitutive documents
The first step is the creation of the articles of incorporation and the memorandum of association. The memorandum of association contains data on the partners and the company (e.g. the name of the limited liability company). The articles of association, on the other hand, regulate how the company operates (e.g. describes the powers of the directors, sole director or board of directors).
2. Capital payment
After the creation of the
After the constitutional documents have been created, the partners must pay in the share capital. The partners are free to choose how much to pay in; however, it is always advisable to cover start-up costs (e.g., for the purchase of necessary machinery). The payment is usually made by wire transfer to the director or by bank draft payable to the company.
3. Incorporation and notarization
The next step is to go to the notary for incorporation. It is advisable for all partners and directors to be present. Alternatively, a notarized power of attorney can be made to instruct a trusted person to go to the notary (a more complex and costly procedure). The notary should be provided with identification documents and receipts for capital contributions.
4. Initial tax arrangements
The company must have its own tax code and VAT number. These codes are assigned by the tax agency and generally match. These initial tax requirements are often done by the accountant who handles the company's accounting.
5. Registration at the register of companies
Once the tax code and VAT number have been obtained, the company is registered in the commercial register. This register is an online database that contains information on Italian companies (e.g. registered office and PEC). The registration is carried out by the notary and with this fulfillment, the SRL becomes to all intents and purposes an autonomous subject with respect to the single partners (it acquires the legal personality).
6. Notification of commencement of business
In order to start the business, there are also a number of subsequent administrative and fiscal steps to be taken. It is necessary to make a notice of commencement of business, which involves sending certain electronic declarations to the relevant bodies. The communication varies depending on the activity carried out, for example, construction companies must submit a specific certified report (SCIA).
How much does it cost to found a company
The costs of a company are divided into two categories: the costs of establishment by the notary and the costs of running the business. Let's see them in detail.
The costs of incorporation can vary greatly depending on the requirements of the partners, the city and the notary of reference. On average, the total cost to open an SRL is around €1,500 + VAT. Taxes vary depending on the type, for an ordinary SRL there are about €600 of taxes, for a Startup the amount drops to about €200 and for a SRLS there are no notary fees but only €320 of taxes.
With LexDo.it it is possible to set up a company with a single price at a national level, in a fast and economical way. In particular, you can choose between three options:
- Constitute an ordinary SRL:requires short timeframes, in major cities 72 hours are enough. The service costs €999 + VAT + about €600 of taxes and includes the online creation of the memorandum and articles of association, a consultation with an expert and the constitution with the notary
- To set up an innovative startup: also in this case it is possible to do it in 72 hours in the main cities respecting some additional requirements. The service costs €999 + VAT + about €200 of taxes and includes the online creation of the constitutive documents, the consultancy and the incorporation with a notary public.
- Setting up a simplified limited liability company: generally takes a few weeks. The service costs €99 + VAT + €320 of taxes and also in this case includes the online creation of the constitutive act, the consultancy and the incorporation with the notary
Included in each of the three options is 1 year of 100% online legal support. For the first year you can then create tailor-made contracts and consult with professionals for any needs of your new business such as contracts with suppliers and partners or register your company's brand directly online.
Once the company is established, you will need to complete the requirements to start the business and properly manage the accounts. The cost of an accountant for an SRL is on average €2,500 per year plus €700 in taxes. This annual cost includes a series of periodic obligations and the accounting management of the company (e.g. payment of taxes and filing of financial statements).
Our clients can request the accounting service at a price of €299 + VAT + €700 approximately of taxes for the first four months. This price also includes the fee for the opening of the VAT number and the communications of the beginning of the activity after the constitution of the company.
Constitute your SRL with LexDo.it
Our company incorporation service allows you to open your company in 72 hours. The service includes the online creation of the memorandum of association, a consultation with an expert and the incorporation with the notary.
In addition to the incorporation is included 1 year of 100% online legal support to create customized contracts and request expert advice for all the needs of the new business (e.g. contracts for suppliers and customers, commercial agreements, trademark registration, privacy and website terms and conditions).