The Law Decree June 22, 2012 n. 83, issued by the Italian Government and in force since June 26, 2012, integrates the regulation on the establishment of limited liability company. In particular, in addition to the “ordinary Limited liability company” and then the new “Simplified limited liability company” (provided by new Article 2463-bis of the Italian Civil Code as introduced by Law Decree 1/2012, converted into Law 27/2012, and restricted to shareholders under 35 years of age ), the new “Limited liability company with reduced share capital” has been introduced in Italian corporate law. This latest enactment is specifically aimed at shareholders who, at the date of incorporation of the company, are more than 35 years old.

The purpose of the new provision allows those who incorporated a Simplified limited liability company and who then exceeded the age requirements, to continue in the company with similar status, the “Limited liability company with reduced share capital”, but only with a new company name.

The Limited liability company with reduced share capital, may be made only by individuals over 35 years, and like the Simplified Ltd. by contract or unilateral act.  The deed of incorporation is created by a public deed as agreed between the parties in contrast to the Simplified Ltd which is a standard model provided by the Minister of Justice. As in the case of a Simplified Ltd., the amount of capital must be at least 1 Euro and no more than 10,000 Euro, subscribed and fully paid on or before the date of incorporation, and the contribution must be made in cash and paid to the administrative body.

As regards the management of the company, it is permitted that the deed of incorporation may assign management to one or more persons, not necessarily shareholders. This differs from the Simplified Ltd. where the directors must be among the shareholders.

The designation of “Limited liability company with reduced share capital”, the amount of capital subscribed and paid, the company’s headquarters and the office of Register of Companies, in which the company is registered, shall be set forth in the corporate documents, in the correspondence of the company and in the electronic space provided for the public access.

In contrast to the Simplified limited liability company whose deed of incorporation and registration in the Register of Companies are exempt from stamp duties, from public secretarial expenses and from notary fees, no such obligations are expressed in the terms facilitating the creation of such company. It would therefore seem that the new Limited liability company with reduced share capital is relieved of notary fees, stamp duties and secretarial expenses.

Furthermore, for matters not specifically provided, the Decree refers to the provisions of the Italian Civil Code relating to ordinary and Simplified Ltd.

In any case, the new provisions will be effective 60 days after publication of the Decree Law.

Piera Silvestri
Marco Moretti

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