How to set up a business in Italy

Extract

[...] The director should act in conformity with the object of the company. If a director acts out of this objective for its own profit for example, then he could go to jail for 15 years. The director must perform all the activities in the most prudent manner, and most professional way, any decision must be made in good condition. A director couldn't act in conflict of interest with the company, however it's possible if you get the agreement of shareholders and of the board of directors for important activity, and for the day-by-day operation only the agreement of the board of directors is compulsory. [...]

[...] It's only a bank transfer, and this loan is free of charge. If a third party makes a loan, then you need a contract and apply interest rate. Most of the companies don't increase capital and prefer to make shareholder loans. Article 2446 directors call as soon as possible general assembly in order to restore the capital (in a situation you're under the minimum). If they're not able to do so, the board of statutory auditors should call it, and if shareholders aren't able to restore it then the company must be put in liquidation. [...]

[...] The memorandum could impose other delays but it's rare. In the case of a listed company the calling is completely different. The indication should be uploaded on the website of the company. For the unlisted company an alternative could be the totalitarian assembly, you can call it when 100% of the capital is present, or you need to have 100% plus majority of the board of directors, and majority of the statutory auditors. In all these cases you can call the assembly immediately without formalities. [...]

[...] In the day-to-day management you need to have flexibility and a fast response. His power in general is published in public registered and third parties can understand what his power of representation is. Any act without this previous power is void or voidable. In important companies' powers are split between directors in function of their sector or specialization. Then if there are too many directors you could create committees. When a company has important turnover, an external audit company, thus a revisor should check all the financial statements. [...]

[...] Art 2363: the regulation is valid for SPA and SRL. First type of assembly, the ordinary assembly, and the extraordinary assembly. Same composition, but the difference is related to the topics that you can decide. With the ordinary assembly only specific topics could be decide, as the nomination revocation of directors, appointment of the statutory bords, distribution of dividends, compensation of directors, any legal action against the directors, and you can insert any decision you want? The extraordinary admits only few arguments, changes of the article of the association (you need a public notary who's going to make the minutes of the meeting, signed by the president of the board of directors and authenticated by the notary as legal decision then the decision is published in the register of companies), appointment of a liquidator, any other arguments specified by the Italian civil code (issuing of bonds). [...]