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국제법률연구원(ILRI)이 귀사의 이탈리아 진출을 지원합니다.
국제법률연구원은 한국기업과 외국기업의 이탈리아 현지진출을 현지 파트너 로펌과 함께 지원하고 있습니다.
특히, 이탈리아는 본원 원장님께서 한국인 최초로 정규과정으로 이탈리아에서 법학을 전공하셔서 특별한 관심을 보이며 지원하고 있는 국가이기도 합니다.
이탈리아내 현지법인 SRL. SPA 설립, 각종 현지계약, 주재원 체류비자, Soggiorno, 각종 수출입 허가증 까지 해결해 드리오니 많은 문의 바랍니다.
이탈리아 진출을 희망하는 한국 기업을 위해 현지법인 설립을 위한 상세한 조건을 안내합니다.
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- 본 정보는 국제법률연구원(www.ilri.co.kr)의 동의없이 사용하여 이익추구 할 수 없으며, 비영리 목적으로 사용시에도 "출처: 국제법률연구원(www.ilri.co.kr)" 을 기재해야 합니다.-
Outline below the services we may provide for the incorporation of Societa’ a responsabilita’ limitata (Limited Liability Company S.r.l.) and Societa’ per azioni (Joint Stock Company S.p.A.).
1. Societa’ a Responsanbilita’ Limitata – Limited Liability Company (S.r.l.)
The “Società a responsabilità limitata” (Limited Liability Company – S.r.l.) is a private limited company in which the capital participation of the members is represented by quotas/equities instead of shares.
The minimum capital requirement is 10,000.00 EUR.
The Limited Liability Company may be incorporated by a single promoter. The sole equity-holder will bear unlimited liability only if the company becomes insolvent, if the contributions to the share capital of the company have not been properly made, or if the publicity prescribed by law has not been given.
The equity-holders have the greatest freedom in choosing the form of corporate governance they believe better suits their needs. Besides the sole director and the board of directors, the parties may appoint a managing body whose members may be instructed to decide severally or jointly and without the need of any formalities (e.g., call of a meeting, meeting, etc.).
Please note that a Limited Liability Company with more than 120,000 EUR capital must have a Board of Statutory Auditors.
The main functions of the Board of Statutory Auditors are to supervise the management of the company, to ensure compliance with the law, to ensure compliance with the memorandum and articles of association, and to verify company accounts. The Board of Statutory Auditors does not audit the company. Company financial audits are performed by independent accounting firms.
2. Societa’ per azioni – Joint Stock Company (S.p.A.)
The “Societa’ per azioni” is similar to a Joint Stock Company as its shareholders initially provide for a common capital contribution, divided into shares, which are attributed to the shareholders in proportion to their contribution, and which are transferable by the owner. As with the S.r.l., the S.p.A. firm also enjoys the benefits of limited liability.
An S.p.A. may be close or public. The minimum capital requirement for close corporations is EUR 120,000.00.
- 본 정보는 국제법률연구원(www.ilri.co.kr)의 동의없이 사용하여 이익추구 할 수 없으며, 비영리 목적으로 사용시에도 "출처: 국제법률연구원(www.ilri.co.kr)" 을 기재해야 합니다.-
3. Incorporation Fees
Incorporation occurs by a 'public deed' which is drafted by a notary public.
The promoters can be either individuals or corporations.
They may appear personally or by proxy to execute the deed of incorporation, approve the company's memorandum and articles of association, and appoint the company director(s).
3.1 Documents
The following information is needed for incorporation of the S.r.l./S.p.A.:
a) details concerning the promoters: (1) in the case of individuals: name, surname, tax where applicable, place and date of birth, domicile and nationality; (2) in the case of a company: corporate name, tax code where applicable, place and date of incorporation, domicile and registered office/nationality;
b) personal details of the Directors: name, surname, tax code where applicable, place and date of birth, domicile, nationality;
c) personal details of the Auditors, if required: name, surname, tax code, place and date of birth, domicile, nationality;
d) name of the company, municipal district and address in which it is intended to open the registered office and any branch offices;
e) description of activities forming the corporate purpose;
f) amount of subscribed and paid-up capital and how it is divided;
g) duration of the company.
Please note that physical presence of the founding partners is not needed for incorporation: a Power of Attorney (authenticated pursuant to the relevant Italian laws) may be granted
The deed of incorporation may provide for capital contributions to be made in cash or by consideration other than cash. For non-cash capital contributions, the subscribed shares must be fully paid-up and specific procedural rules followed.
Once executed, the deed of incorporation, along with the Memorandum and Articles of Association, must be filed in the Registry of Companies by the notary public who has prepared it.
3.2 Timing
Normally, 7 to 9 working days upon receipt of the required Power of Attorney (above). Normally, documents must be filed within 7 to nine days upon receipt of the required Power of Attorney (above).)
3.3 Fees
3.3.1 Incorporation Fees
shall be required:
a) Secretaries Fees
b) Public Notary’s Fees, including taxes and registration fees
If the Board of Statutory Auditors is needed (see above) please add 6,000 to 10,000 EUR (please note that remuneration of the Auditor is based on the official rates of the Italian Association of Chartered Accountants and may vary).
Together with the above fees, the paid-up registered capital of the company needs to be paid in advance us.
To the extent that there are scope changes or delays in the receipt of the information or if, for any other reason our final cost is in excess of the range indicated above, we will discuss the fee implication with you at that time.
3.3.2 Administrative and Accounting Services
Such services shall be compensated on the basis of the turnover of the company. Upon entrustment, we will discuss together the likely turnover of the Company and agree on the retainer concerning the services. The retainer shall be paid in advance, subject to adjustment at year-end.
For your reference, the annual turnover fee for general accounting management of the company shall be:
- approx 5,500 EUR for a company with an average annual turnover estimated at 100,000 EUR and 500 accounting entries per year;
- approx 12,000 EUR for a company with an average annual turnover estimated at 400,000 EUR and 2,000 accounting entries per year;
- approx 27,000 EUR for a company with an average annual turnover estimated at 1,000,000 EUR and 5,000 accounting entries per year.
The actual fees will be calculated on the basis of the official rate for chartered accountants. Hereafter, for your reference (subject to change):
Administrative Services
Corporate Book-keeping (per year) 250-500 EUR
Submission of income and other tax returns (each) 30-50 EUR
Routine activities involving public offices (each) 55 EUR
Routine activities involving post offices, banks (each) 10 EUR
Application for documents from the Register of Companies and the Chamber of Commerce (each) 55 EUR
Accounting and Book-keeping
Initial cost on a lump-sum basis 1,200 EUR
Single entry cost 2.5 EUR
Minimum monthly cost for book-keeping 80 EUR
Balance Sheet
On a total assets basis:
- up to €. 129,114.22 0.5000%
- higher than the former and up to € 258,228.45 0.2500%
- higher than the former and up to € 516,456.90 0.1250%
- higher than the former and up to € 1,291,142.25 0.0750%
- higher than the former and up to € 2,582,284.50 0.0400%
- higher than the former and up to € 5,164,568.99 0.0250%
- higher than the former and up to € 12,911,422.48 0.0125%
- higher than the former and up to € 25,822,844.95 0.0060%
- higher than the former and over € 25,822,844.95 0.0050%
And on a total gross revenue basis:
- up to € 516,456.90 0.1500%
- higher than the former and up to € 1,291,142.25 0.0750%
- higher than the former and up to € 2,582,284.50 0.0400%
- higher than the former and up to € 5,164,568.99 0.0200%
- higher than the former and up to € 12,911,422.48 0.0125%
- higher than the former and up to € 25,822,844.95 0.0075%
- higher than the former and over € 25,822,844.95 0.0050%
3.3.3 Other Activities
All other activities not connected with the incorporation of the company (with particular reference to the drafting of the by-laws and other shareholders agreement, working permits, etc) will be billed on the basis of time charges actually incurred. Our fees are based upon the degree of responsibility and skill of the handler. The firm's current attorneys and legal assistants’ hourly rates range between 250-150 EUR per hour.
3.3.4 Disbursements
Our fees are exclusive out of pocket expenses and business tax (if applicable).
4. Terms of Business
This letter shall be read in conjunction with the enclosed Terms of Business.
이상. 이탈리아 진출을 희망하는 기업들의 많은 문의 바랍니다.
국제법률연구원(ILRI)
T. 02-557-3476 |
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