business structure in rome

How to start a business in Rome: the different business structures

If you don’t own a business activity outside Italy, or don’t want to open a secondary establishment in Rome and want to start a new company, you can choose the kind of structure better suited to fulfil your requirements.

Sole Proprietorships (ditta individuale) is the simplest business structure, because there is no minimum capital requirement. You must open a Codice Fiscale and Partita IVA tax number in one of the Tax Offices (Agenzia delle Entrate) in Rome and must register with the Chamber of Commerce of Rome (Camera di Commercio di Roma) within one month. While this is a simple and agile business organization, you will bear on yourself all tax consequences and liability of the company. If it goes bankrupt, your assets, both personal and company-related are liable for all business debts.

Partnerships (società di persone) are created by two or more associates that share the entrepreneurial risks and commit their capitals in the structure. As in the sole proprietorship, in case of bankrupt, the partners’ assets, both personal and company-related are liable for all business debts.
There are several models of partnership in the Italian business law:

Simple partnerships: carry out farming activities, professional activities in associated form, or perform asset management. General partnerships: carry out both trading and non-trading activities. Set up by public or private deed, they must be registered. Limited partnership: established when financiers want to invest their capital in a business activity without taking any risk. They therefore entrust their assets for management to general partners, the directors, who have unlimited and collective liability with respect to the business activity.

Within thirty days of drawing up the partnership's Articles of Association, the partnership must file an application for registration in the Business Register of Rome. In case of Limited Partnership this duty falls on the directors.

Business Corporations (società di capitali) are a more complicated kind of partnership. They have legal personality and as such the exposure of each shareholder (except general partners) to the debts of the corporation is limited to the contribution he or she has made to the company.
There are three types of Business corporations available in Rome:

Stock Companies: carry out business activities by using the capital contribution paid by shareholders to buy stakes, which have the same value and are represented by registered stocks. The legal establishment of a stock company requires the drawing up of a public record (by a notary public) and registration in the Business Register. Minimum capital required to create the company is €120,000. Limited Liability Companies: this statutory structure is usually adopted, instead of that of stock companies, for small to medium-sized businesses. The minimum capital required to create the company is €10,000. Partnerships Limited by Shares: have the same features of Limited partnerships and stock companies. Shareholders are divided into two groups: general partners, who manage the company and have unlimited, collective and contingent liability; and limited partners, whose exposure to the debts is limited to the shares each has underwritten, and who cannot carry out management activities within the company.

The Articles of Association of a business corporation must be drawn up by a notary public and must be registered by the same notary in the Business Register within twenty days of writing out.

Setting up the correct business structure is the first step required in order to conduct business in Rome. You will also likely need a public authorization or license. The authorization or license, and the authority that grants them varies according to the specific sector of activity.

Within thirty days from the beginning of the activity, entrepreneurs must register with the National Social Security Institute (INPS) and the Business Register.
Every business activity which is at risk of causing work-related accidents to employees must register with the Italian Workers' Compensation Authority (INAIL) within five days from the beginning of the activity.

If you already manage an activity outside Italy, you may opt to open a secondary establishment in Rome. (link ad articolo su filiali)

Whatever the business organization you choose, you will need a Codice Fiscale (individual taxpayer number) and a "Partita IVA" (VAT tax number) both released by an “Agenzia delle Entrate” (Tax Office) and will have to register with the Business Register through the "Camera di Commercio di Roma " (Rome’s Chamber of Commerce). Entrepreneurs who wish to set up a business in Rome must employ the services of a notary to formalise the setting up procedures.
All the procedures required to launch a business activity in Rome are difficult and you’ll be safer in asking a professional to assist you.