Article by Manuela Cavallo and Luca Gambini

Law Decree no. 7 of January 31, 2007 has modified and simplified substantially the corporate filings in relation to the incorporation, change or dissolution of a company. In particular it has reduced the number of filings with different authorities.

The Previous (but Still Existing) Regime

Prior to the above mentioned law decree, Italian law required a company to fulfill several duties and obligations with several Italian authorities in case of incorporation (e.g., information on directors, corporate capital, and registered office), change of company’s data or dissolution of company.

For example in order to start a new business activity the newly incorporated company had to, among others (which may vary depending on the type of business):

  1. request a value added tax (VAT) number and fiscal code from the tax authorities;
  2. register with the competent Register of Enterprises within 30 days of incorporation;
  3. register with the competent social security authority (INPS) and the Italian Workers’ Compensation Authority (INAIL);
  4. inform the Register of Enterprises of the date on which it starts business ("denuncia REA").

As showed above, prior to the enactment of the Law Decree 7/2007, the system of filings for a new business was not time and cost efficient from a business perspective.

General Aspects of the New Regime

The new Law Decree 7/2007, instead, provides for a regime based on a single filing with the Register of Enterprises, which will in turn communicate relevant information to the competent authorities (INPS, INAIL and Tax Authorities). Through this regime the only responsibility of the company is vis-à-vis the Register of Enterprises. Such regime shall apply to incorporations, changes or dissolutions of companies.

Newly Incorporated Company

The following is a scheme of the new regime of corporate filings for newly incorporated companies after the deed of incorporation executed before the Notary Public:

  1. the newly incorporated company must file the application for registration with the Register of Enterprises within 30 days from the date of the incorporation;
  2. the Register of Enterprises will transmit the application mentioned above to all the other competent authorities (INPS, INAIL, Tax Authorities) as request of fiscal code and VAT number as well as fulfilment of all the other tax and social security obligations;
  3. the newly incorporated company is entitled to start its activity upon receipt of the confirmation of the registration mentioned in no. 1 above; and
  4. all the administrative authorities will communicate to the company and to the Register of Enterprises all the information requested such as fiscal code and VAT number within 7 days from the application.

Thanks to the new regime a company can start its business with only one communication to the Register of Enterprises, saving time and costs of multiple filings with different authorities. Then the Register of Enterprises will forward the relevant information to any other competent authorities for the fulfillment of the other obligations. This regime will shift the responsibility of the multiple filings on the Register of Enterprises, leaving the obligation of one filing to the new company.

Change of Company’s Information and Dissolution of Company

The above mentioned procedure shall apply also in case of modification of company’s data or dissolution of company. Therefore the company shall file only one application with the Register of Enterprises to fulfill its obligations and the same communication will be then transmitted by the Register of Enterprises to several administrative authorities.

When is the New Regime Coming Into Force?

The new regime has not yet come into force, since, according to Law Decree 7/2007, some regulations need to be enacted by competent authorities for the implementation of the above rules. In addition, Companies will also be able to file under the old regime for a six month transition period after the implementing regime has been introduced.

Therefore we still need to wait some months before we can verify the impact of such regulations and how they will be implemented by the authorities. In theory the new rules represent an important change, aimed at simplifying the management of corporate filings with Italian authorities, reducing duties and fulfilments previously borne by the companies, and placing administrative responsibility on public authorities.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.