If the investor has come to identify companies in the form of share capital, he or she will have to perform a number of tasks in establishing the company:
- Drafting of articles of incorporation and bylaws;
- Incorporation by deed of an Italian notary public;
- Simultaneous payment of the minimum principal amount to be paid immediately in the amount of 25%;
- Opening a bank account at an Italian bank to make payments of the taxes;
- Business Register of t h e Chamber of Commerce of the deed prepared by the notary public;
- Opening the VAT number by electronic transmission to the Internal Revenue Service;
- Opening positions with INAIL and social security contribution institutions;
- Preparation and maintenance of company books and accounts.
For some activities (e.g., wholesaler) it must be submitted before the start of the activity economic at the Business Register of the Chamber of Commerce the Certified Declaration of Commencement of Activity (SCIA) electronically.
Summary of the books and records that an Italian business must keep by law
For the purposes of the Civil Code
- Business correspondence (letters, faxes, invoices);
- Journal and Ledger
- Inventory Book
- Mandatory corporate books: the shareholders’ book (the SPA), the shareholders’ meeting book, board of directors’ book, board of auditors’ book, and, if established book of the executive committee, the bondholders’ book, the bondholders’ meeting book
For direct tax purposes (Article 14 Presidential Decree 600/1973)
- Book Journal;
- Inventory book;
- Master Book;
- Inventory records (required only when revenues are more than 5,164,569 euros and inventories are 1.1 million euros);
- Register of depreciable assets.
For the purposes of labor law
- Single labor book (payroll).
For VAT purposes (Articles 22-25 Presidential Decree 633/72)
- VAT registers: invoices issued, invoices received and receipts;
- Register of “Letters of Intent” (the system by which the exporter avoids the usual tax);
- Other documents needed for your specific situation.
The required books of account must be kept at the registered office or deposited with a third party. In this case, the third party must provide a certification statement that it is willing to produce all documents for public inspection without delay.
In addition, when the company’s tax position is open, the area of keeping the necessary books of account must be indicated. As for the possibility of keeping traditional accounting records abroad, it is possible, as required by law, but strongly inadvisable in order to avoid, in the event of a tax audit, risking, in addition to administrative penalties or specific liability for the directors, that the records cannot be used to prove the facts disputed by the tax authorities.
Regarding the SCIA fulfillment, we note that a Single Communication and Registration/Variation form should be attached to the Registry of Companies and contain the necessary forms to document the possession of the professional, moral and personal requirements required by law.