The registration procedure in the Register of Companies depends on the type of business organisation selected.
There can be Sole Proprietorships or Companies. Further differentiation depends on the activity carried out (trading and non-trading ones), and on the partners level of liability (partnerships, business corporations and cooperatives).

Sole Proprietorships

The entrepreneur is the only owner of the business. He/she takes all risks and has unlimited liability with respect to the economic activity carried out. He/she also has unlimited liability for all debts of the business, thus exposing his/her own property. Sole proprietorships are more flexible than partnerships; moreover, they feature more rapid decision-making processes and lower administrative, accounting and fiscal charges.
A sole proprietorship is established when an organised economic activity for the production and exchange of goods and services is started and professionally carried out.
Under the Civil Code, within thirty days of the start of activity must apply for registration in the Register of Companies of the province where the business is located. Paper forms can be filled in; moreover, on-line and electronic application submission is allowed.

Business Associations

Business Associations are established when two or more people agree to carry out an economic activity with a view to sharing profits. Said agreement must be sanctioned in the Articles of Partnership, business corporations excepted.
The entrepreneurial role is played by the enterprise, and not by single individuals.
Applications for registration must be filed with the Chamber of Commerce within thirty days of incorporation.
Under Legislative Decree n. 88/1993 and the recent company law reform brought about through Legislative Decree n. 6/2003, it is possible to set up one-man limited liability companies (art. 2462) and one-man stock companies (art. 2328).

Up

Activity carries Out

Partnerships entail initial contributions of goods and services by all partners, who must jointly carry out the business activity with a view to reaching their common objective, namely making and sharing profits.
The Articles of Association must indicate the business purpose, that is, the activity to be carried out. There are trading and non-trading companies.
Trading companies carry out industrial activities aiming at producing goods and services; they may also perform land, sea and air transport, banking, insurance and other ancillary activities.
On the other hand, non-trading companies carry out activities other than the ones listed above, including farming or professional activities. The latter are simple partnerships.

Up

Partnership

Partners have unlimited liability for the debts of the business (limited partners in limited partnerships) and must pay them off with their personal property, also covering the debt share of insolvent partners.
Partnerships include simple, general, and limited partnerships.

Simple Partnership: it does not aim at carrying out trade, but farming or professional activities in associated form, or performing asset management.
Simple partnerships must file, within thirty days of drawing up of the Articles of Association, an application for registration in the Business Register kept by the territorially competent Chamber of Commerce .

General Partnership: it does not aim at carrying out trade, but farming or professional activities in associated form, or performing asset management.
Simple partnerships must file, within thirty days of drawing up of the Articles of Association, an application for registration in the Business Register kept by the territorially competent Chamber of Commerce .

A limited Partnership: A Limited Partnership is established when the financiers want to invest their capital in a business activity without taking the relating risks. Such partners, called limited partners, entrust their assets for management to general partners, who have unlimited and collective liability with respect to the business activity.
The Directors have to file an application for registration in the Business Register within thirty days of drawing up of the partnership’s Articles of Association. Failing said registration, the company incurs a financial penalty and is considered a “de facto” company, thus entailing greater liability of partners for the company’s debts.

Up

Business Corporations

In a Business Corporation, creditors can look only to the corporation’s assets for payment. In fact, the exposure of each shareholder (general partners being excepted) to the debts of the corporation is limited to the contribution each has made to the company. Corporations are legal persons and are considered as being different entities with respect to the people composing them, both for tax and civil purposes.
Within twenty days of drawing up of the Articles of Association by a notary public, an application is to be filed by the latter for registration in the Business Register. Registration entails the company incorporation, in that it makes it a legal person. Failing registration the company does not exist and, whoever contracts any obligation on its behalf, has unlimited and in solido liability for such obligation.

Business Corporations include: Stock Companies (società per azioni - S.p.A.), Partnerships Limited by Shares (società in accomandita per azioni - Sapa), and Limited Liability Companies (società a responsabilità limitata - Srl).

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 share capital must be of at least one hundred thousand euros.
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.

Partnerships Limited by Shares have the same features of Limited partnerships and stock companies. Their share capital consists of stocks, but 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 underwrote, and who cannot carry out management activities within the company.

Limited Liability Companies stakes are not represented by shares and the minimum capital to set up a limited liability company amounts to ten thousand euros. This statutory structure is usually adopted, instead of that of stock companies, for medium-sized businesses. The Articles of Association of a Limited Company, drawn up by a notary public, have to be registered in the Business Register within twenty days of writing out.

Up

Cooperatives

The main feature of cooperative societies is represented by their mainly mutual purpose, consisting in serving the interests of their members, as opposed to being merely profit-oriented organisations. In cooperatives, the distribution of profits to their members is always secondary to their main objective, consisting in providing goods and services to their members at lower costs compared to market prices. However, they are not non-profit organisations: in fact, the goods and services produced and not utilised by the cooperative members are sold to others, thus producing profits. Such profits are either reinvested or distributed, with distributions usually accounting for a small share of the cooperative’s capital.
At least nine members are required to set up a cooperative society.
Cooperatives must be set up by public documents. They gain legal personality through registration in the Business Register. Said registration must be made, by a notary public or the cooperative’s directors, within twenty days of writing out of the Articles of Association.
Cooperative Societies include unlimited liability cooperatives and limited liability cooperatives. In unlimited liability cooperative societies, creditors must first look to the cooperative’s assets for payment. Subsidiarily, only in the event of bankruptcy or compulsory winding up, they can look to the members’ personal property.
In limited liability cooperative societies, creditors can only look to the cooperative’s assets for payment. However, should it be envisaged by the Articles of Association, in the event of bankruptcy or compulsory winding-up, each member has joint and several or contingent liability, for a multiple amount with respect to his/her contribution.

Up