{"id":856,"date":"2021-01-20T17:32:10","date_gmt":"2021-01-20T16:32:10","guid":{"rendered":"https:\/\/pegasoadv.cloud\/betaoci\/?page_id=856"},"modified":"2021-04-06T10:14:42","modified_gmt":"2021-04-06T08:14:42","slug":"open-a-stockholding-company-s-p-a","status":"publish","type":"page","link":"https:\/\/www.opencompanyitaly.com\/en\/establish-a-company-in-italy\/open-a-stockholding-company-s-p-a\/","title":{"rendered":"Open a Stockholding company (S.p.A.)"},"content":{"rendered":"

The company limited by shares is the main type of trading company best suited to substantial investments with a large number of shareholders. It is also the compulsory type for those companies wishing to be\u00a0listed on the stock exchange<\/strong>.<\/em><\/p>\n

The two key features are the limited liability of all members and\u00a0the division of the share capital into shares.<\/strong><\/em>\u00a0A stockholding company will pay its expenses and debts with its own assets, i.e. with its own capital and economic resources.\u00a0Shareholders are not liable for the debts with their personal property or funds.<\/strong><\/em>\u00a0Consequently, in the event of financial difficulties and therefore of \u201cinsolvency\u201d, the company may fail, but the shareholders or sole shareholder cannot be made bankrupt on that basis and may only lose the value of their shares and thus the money they have invested in the company.<\/p>\n

With regard to\u00a0the audit<\/strong><\/em>\u00a0of the accounts, the deed of incorporation must provide for the appointment of a Board of Auditors\u00a0(\u201cCollegio Sindacale\u201d),<\/em>\u00a0an audit firm\u00a0(\u201csociet\u00e0 di revisione\u201d)<\/em>\u00a0or an auditor\u00a0(\u201crevisore\u201d).<\/em>\u00a0It oversees the administration of the company and ensures compliance with the law and the articles of association. The control exerted by the Statutory Auditors relates to the substance as well as the form of the administration although they do not have the power to investigate the merits of the directors\u2019 management or their market valuations.<\/p>\n

Company formation<\/strong><\/em><\/p>\n

A stockholding company will be formed on the basis of a\u00a0<\/em>public deed<\/em>\u00a0<\/strong>drawn up by\u00a0a notary<\/strong><\/em>. The latter will be required to record the deed and register the company at the Business Register in whose area the Company\u2019s Registered Office is located.<\/p>\n

The Company\u2019s existence will only be recognized if it is registered with\u00a0the Business Register<\/strong>.<\/em><\/p>\n

The notary will be required to upload the Deed of Formation and other necessary or appropriate company documents in the competent office of the Business Register as part of the registration process.<\/p>\n

Share capital<\/em><\/strong><\/p>\n

The share capital is\u00a0divided into shares<\/strong>\u00a0<\/em>with a\u00a0minimum nominal value of \u20ac1 each<\/strong><\/em>. The shares are freely\u00a0transferable<\/strong>.<\/em><\/p>\n

It is normal practice to issue physical share certificates although in listed companies it is also permissible for shares to be in the form of simple accounting records, defined as \u201cdematerialized shares\u201d.<\/p>\n

On formation, the stockholding company requires minimum share capital of\u00a0\u20ac50,000.00<\/strong>,<\/em> of which at least 25% (twenty five percent) (amounting to \u20ac12,500) to be paid\u00a0\u00a0 to the directors.<\/p>\n

\u00a0If the company has only one shareholder the share capital must be paid up in full immediately on formation<\/em><\/strong>. The amount of the share capital must be stated in the memorandum of association. Shares do not have to reflect shareholders\u2019 overall investment in the company.<\/p>\n","protected":false},"excerpt":{"rendered":"

The company limited by shares is the main type of trading company best suited to substantial investments with a large number of shareholders. It is also the compulsory type for those companies wishing to be\u00a0listed on the stock exchange. The two key features are the limited liability of all members and\u00a0the division of the share…<\/p>\n","protected":false},"author":1,"featured_media":301,"parent":822,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":[],"acf":[],"_links":{"self":[{"href":"https:\/\/www.opencompanyitaly.com\/en\/wp-json\/wp\/v2\/pages\/856"}],"collection":[{"href":"https:\/\/www.opencompanyitaly.com\/en\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/www.opencompanyitaly.com\/en\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/www.opencompanyitaly.com\/en\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/www.opencompanyitaly.com\/en\/wp-json\/wp\/v2\/comments?post=856"}],"version-history":[{"count":3,"href":"https:\/\/www.opencompanyitaly.com\/en\/wp-json\/wp\/v2\/pages\/856\/revisions"}],"predecessor-version":[{"id":1178,"href":"https:\/\/www.opencompanyitaly.com\/en\/wp-json\/wp\/v2\/pages\/856\/revisions\/1178"}],"up":[{"embeddable":true,"href":"https:\/\/www.opencompanyitaly.com\/en\/wp-json\/wp\/v2\/pages\/822"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.opencompanyitaly.com\/en\/wp-json\/wp\/v2\/media\/301"}],"wp:attachment":[{"href":"https:\/\/www.opencompanyitaly.com\/en\/wp-json\/wp\/v2\/media?parent=856"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}