Forms of legal entity in Italy: An overview

Companies

There are two main types of limited liability company:

Società per azioni (S.p.A. or SpA) A joint-stock company - the approximate equivalent of a public limited company by shares - this form of entity is usually used for larger corporations, and is not always a limited liability entity. An SpA requires a minimum investment of 120,000 EUR and at least one director. Audited accounts must be filed with the local Register of Companies. There are three management options: a traditional board with one single director; a board of directors; or a management board assigned by a shareholder-elected supervisory committee.

Società a responsabilità limitata (S.r.L.) The most common format for small and medium-sized businesses, an S.r.L. is a limited liability corporation (although there are some differences between an Italian S.r.L. and the UK/US definition of a limited liability enterprise), which requires at least one shareholder and a minimum investment of 10,000 EUR. Shareholders have limited liability to the extent of their contribution.

Partnerships

There are two key forms of partnership:

Società in nome collettivo (S.n.c.) - general commercial partnership An S.n.c. requires a minimum of two partners (individuals or legal entities); all partners are general members of the partnership and hold full liability and management responsibility. No minimum set-up capital is stipulated.

Società in accomandita semplice (S.a.s.) - limited liability partnership The main conditions are the same as for a general partnership. However, at least one partner must be limited and hold limited liability to the extent of their contribution to the company. The other must be general and own full liability for the partnership’s obligations.