Open Cultural Association: How to Establish and Costs

cultural association

Are you looking for information on how to open a cultural association? Below is a guide on what it is, how to set it up, what costs must be incurred and what is the applicable tax regime.

What are cultural associations and why to set them up

The cultural association is a non-profit organization. It is a non-profit organization made up of a group of people who decide to associate permanently to carry out and/or promote cultural activities. Anyone who shares the purpose and intentions of the cultural association can become a member by applying and accepting the rules established in the statute.

Associations of this type will be able to take care of all the activities that are connected to the cultural/artistic world and to training and educational activities (for example a film forum, a reading club, a group to promote the restoration of a monument). These associations can also be called private clubs or clubs (for example a jazz club or club). If the association does not have the cultural purpose as its institutional purpose, it will be necessary to set up another type of body (for example, if you want to promote a sporting activity, an amateur sports association or “ASD” must be established).

Carrying out cultural activities through an association allows you to take advantage of numerous tax breaks such as:

  • the exemption from the payment of taxes for the income deriving from the institutional activity of the entity
  • exemption from VAT payment
  • the possibility of accessing the 2 per thousand contributions (for associations that have existed for at least 5 years)

The recent reform on the Third Sector (ETS) has reorganized under a single-family the entities that pursue civic, solidarity and social utility purposes. Cultural activity, if of social interest (eg with educational purposes or for the protection and enhancement of cultural heritage) can be included among the activities pursued by the ETS (Third Sector Entities). Even a cultural non-profit can therefore become an ETS and enjoy the related tax benefits provided.

Cultural Association

How to create a cultural association: requirements and steps for the constitution?

Minimum requirements are required to establish a cultural institution. First of all, it is mandatory that there is a minimum number of 3 founding associates. It is necessary the absence of the purpose of profit in carrying out the activities that the association carries out. Finally, it is obviously essential that the purpose and aims that the cultural association intends to pursue are cultural activities. The steps to start your own cultural association are:

  1. Drafting of the statute and the deed of incorporation: the first phase is the drafting of the statute and the deed of incorporation of the association. The founding members established in these documents the purposes (specifying the purpose of carrying out and/or promoting cultural activities), the administration, the management of the heritage, and all the general rules both regarding the functioning of the organization and regarding the rights and duties of the members.
  2. Signatures of the founders and constitution: after drafting it will be necessary to sign the constitution and statute to complete the constitution. It will not be necessary for this to happen before a notary. The signing of all the founders is sufficient to give life to the association and to proceed with the subsequent operations.
  3. Registration and tax code: the president of the association will have to ask for the attribution of the tax code and the registration of the association to the Revenue Agency in order to carry out certain operations (for example opening a current account or signing contracts) and access the sector tax breaks. These steps are not strictly mandatory but by choosing not to carry them out, the entity will be very limited in its activities and will remain a sort of “private agreement” between the members.
  4. Request for VAT number: it is necessary to open the VAT number if the association carries out the commercial activity (for example the sale of goods or services) on an ongoing basis, that is to say using a stable organization of means and people. This type of activity must always be auxiliary and never prevalent with respect to the institutional activities of the entity. If the commercial activity is occasional, it is not necessary to open a VAT number.

How much does it cost to open a cultural non-profit?

The founders will have to bear a number of costs to open the association. First of all, it is necessary to create the articles of association and the statute. It is not necessary that these documents be drawn up by a notary, it is always recommended, however, to contact a professional or a service such as LexDo.it to avoid irregularities in the documents, make sure that the statute does not present defects and is valid for the type of association that is being formed.

The intervention of the notary is mandatory only if you want to establish a recognized association. This operation allows the ” recognition of legal personality“, which allows the creditors of the association to be able to attack only its assets in case of debts, without being able to attack the assets of its administrators. To proceed with the recognition, it is, therefore, necessary to have the deed of incorporation and the statute drawn up by a notary (public deed) and the payment of a minimum patrimony of about € 15,000 (a different minimum patrimony may be required depending on the region of belonging), a notary is around € 1000. For this reason, it is an infrequent choice and the “unrecognized” form is preferred at least initially.

You can then proceed with the request for the tax and registration code to give a certain date to the establishment of the entity, to obtain tax benefits, and to carry out certain activities such as opening a current account or entering into contracts. If you decide to carry out this operation, you must pay the related taxes of about € 250 (€ 200 + the necessary revenue stamps) and the registration must be made within 20 days of the establishment by the president of the association at the Agency of the Come in.

An additional cost is a request for a VAT number. As already mentioned, it is not mandatory to activate a VAT number for a cultural institution but it becomes so if the association carries out commercial activity on an ongoing and habitual basis. In these cases, it is advisable to contact a professional (for example an accountant) who deals with the practice of opening the VAT number. It is always advisable and recommended that an accountant follow the accounts of the association because the rules on the matter are particularly complex. Generally, the remuneration of a professional who takes care of these activities starts from around € 1000 per year.

With LexDo.it, you can set up your cultural association at a cost of € 99 + VAT. The service includes the free creation of the statute and the deed of incorporation of your association, the advice of a professional and a complete guide to all subsequent obligations such as the request for registration and the tax code or the opening of the VAT number of your no. profit. In addition, the service includes 1 year of 100% online legal support to create tailor-made contracts and request consultations with lawyers for any need.

Advantages of a non-profit cultural institution

From a fiscal point of view, the cultural association as a non-profit organization benefits from non-taxation on all institutional revenues. These include the shares or financial contributions that the members pay for the main activity of the body, for example for attending courses. These revenues are not taxed in any way and can be collected without the need to issue an invoice and have a VAT number. It is also possible to carry out commercial activities which, however, must be exercised in a manner that is not prevalent with respect to institutional activities.

Non-profit organizations can also benefit from a flat-rate tax regime that guarantees exemption from paying VAT. Associations wishing to benefit from this facility must not produce revenues from commercial activities exceeding € 400,000 per year.

The tax relief system described above will be repealed and replaced by new tax benefits when the reform of the Third Sector Entities (ETS) comes into full force. This reform introduces several changes also from the fiscal point of view, such as the distinction between non-commercial and commercial revenues. Under the new rules, non-commercial revenues will not be taxed in any way while commercial revenues will benefit from a flat-rate taxation regime provided that commercial revenues do not exceed non-commercial ones.

 

How to determine the price in the contract for the sale of shares or units?

sale of shares

The agreement for the sale of shares or quotas must be classified as a sale agreement and the provisions of the civil code relating to the sale must therefore be applied (articles 1476 et seq. Of the civil code).

How to determine the price in the contract for the sale of shares or units

A fundamental element of the contract for the sale of shares or quotas is the price and its determination.

In negotiations for the purchase and sale of shareholdings in non-listed companies, there is no “right” price for the shareholding in absolute terms that expresses its exact value or an absolute criterion with which to determine it. There is only the price that the contractors decide by consensus to assign to particular participation at the time of conclusion of the contract.

Pricing

In principle, a shareholding expresses the value of the company as a percentage, so for example, if you buy 30% of the shares of a company that is worth a total of 1 million euros, the price will be equal to 300 thousand euros.

Again theoretically, if the contractors had all the necessary information and skills available to correctly estimate the company, the final price should derive from the value of the company as a reality photographed by the analyzes carried out (due diligence) and from the greater value that the buyer expects to achieve in the future and is willing to recognize the seller.

Let’s say that the basic criterion for determining the price of shares or shares is the value of the company’s net assets, which consists of the difference between the assets and liabilities of the balance sheet.

But the seller is unlikely to be satisfied with receiving the pro-quota price corresponding to the company’s equity. In fact, as a rule, he will require an additional sum that corresponds to the future profits of the company, calculating a multiple of the profits produced by the company in the last financial year or the average of the profits achieved in the last 2/3 years.

Furthermore, it must be considered that whoever sells a majority stake will demand a “majority premium”, as the shareholding they sell allows the buyer to control and, therefore, manage the company independently.

It is important to ask the seller for the latest available financial statements of the company, which show the company’s net assets and profits, and, if months have elapsed since the filing of the financial statements, also interim financial statements.

In certain sales contracts, the price of the shareholding in the company is determined on a fixed basis (for example 300 thousand euros), or can only be determined on the basis of criteria that allow the price to be established. Sometimes, even the payment of the price is deferred or eventual, if linked in part to the future profits of the company earn-out. Let’s analyze them.

Fixed-price

Usually, the fixed price is used (for example: ” the price is set at 300 thousand euros … “) when the value of the investment is not very high, or when recent balance sheet data are used to establish the price which should not undergo strong variations between the moment of the conclusion of the preliminary contract and the completion of the sale.

However, it must be pointed out that the indication of the fixed price in the sale contract does not allow the buyer large margins of protection. In fact, it does not specify on the basis of which objective and provable data the price was determined and, therefore, it will be difficult for the buyer to contest judicially that the price paid does not conform to the actual value of the shareholding.

To protect the buyer, it is, therefore, preferable to specify the criteria that determined the price in the acquisition contract. For example, it could be envisaged that ” the price established between the contracting parties is equal to 300 thousand euros and consists of the sum of the company’s net assets (200 thousand euros) and double the profits made in the last financial year (100 thousand euros’ euro) “.

Determinable price

As anticipated, by the determinable price we mean that price that is not expressed in a fixed measure but only the criteria that determine it are expressed.

The criteria to be adopted can be different: equity, income, mixed equity-income, financial, market multiples, etc.

In addition to these criteria or in addition to them, it is also possible to provide a minimum price and a maximum price, in the interest of the seller and the buyer respectively, simultaneously establishing a termination of the contract (automatic or activated by those who have an interest) that avoids having to pay a price that does not fall within the minimum and maximum limits established.

Usually in contractual practice, the determinable price is used if there is a considerable amount of time between the signing of the preliminary contract and the definitive one (in which the buyer will have to pay the price).

Eventual price

In some cases, the acquisition of the participation is arranged in such a way that the buyer pays a part of the price at the time of the transfer of the participation, while the residual payment of the price is possible and postponed, subject to conditions.

The most common clause, the so-called earn-out clause, is the one that allows the payment of a part of the price to be made conditional on the achievement of certain objectives (which may be the achievement of certain profits, or the winning of an important dispute, the acquisition of a large contract, etc.) which must be completed within a certain period of time.

This type of agreement has advantages for both the seller and the buyer:

– the buyer will have a lower immediate financial burden

– the seller will find it easier to sell his shareholding immediately on the market, as the price to be paid at the time of completion of the sale is lower than what would otherwise be immediately due.

However, it must be considered that after the acquisition the buyer could try, with accounting tricks, to make a particularly low profit, in order to reduce the share that is required to sell to the seller.

Therefore, great care must be taken in drafting such an earn-out clause. In these cases, it is advisable to ask for the collaboration of accountants and/or auditors. It is recommended that the clause clearly indicate the criteria for measuring profits and the method of distribution among shareholders. Furthermore, it is necessary to identify the period of time within which the seller is entitled to receive a part of the company’s profits (for example 2/3 years), which could give rise to the need to keep the seller in the administration/management of the company. which is regulated within the Statute.

Documents that may be useful to you

  • Preliminary Contract for the Sale of a Company: to stipulate the definitive contract for the sale of a company (or a company branch) by a certain date
  • Company or Business Branch Rental Agreement: to transfer the management of the business or part of it to another subject in exchange for a fee
  • Shareholders’ Agreements: to regulate relations between shareholders
  • Confidentiality Agreement: to ensure that confidential information is not disclosed
  • Letter of Intent: to establish the points on which the parties have already reached a general agreement

Create a Voluntary Association: Open a TOE

Voluntary Association

Find out what it is and how to create a voluntary association. This non-profit is established through the signing of the articles of association and the statute. Let’s see in detail the steps to follow to open an ODV and all the costs to be incurred to proceed with the registration and further formalities.

What is a voluntary association: legislation and requirements?

The voluntary association or organization (ODV) is a non-profit organization that pursues solidarity purposes of general interest by making use of the voluntary service of its members (Article 32 of Legislative Decree no.117 / 2017). The activity of this association is generally carried out in favor of people in need or belonging to the most disadvantaged categories such as the elderly, disabled or homeless.

To start this association, the following requirements must be met:

  • Absence of profit – the activity must not be carried out with the aim of obtaining profits neither for the associates nor for the administrators. As with all other types of association, in fact, there is a ban on the distribution of profits to members and the obligation to reinvest them only in the associative activities.
  • 7 founding associates – this is the minimum number of people required to found an ODV. Alternatively, the organization can be founded by 3 existing voluntary associations
  • Volunteering at no charge – associated volunteers they cannot be remunerated in any way or by the organization itself or by the beneficiaries. It is only possible to receive a possible reimbursement of expenses for the activity provided. An ODV can in any case make use of paid employees or self-employed workers, provided that the number does not exceed 50% of the volunteers. To give an example, if the institution has 15 volunteers, it will only be able to use 7 paid workers.

The recent reform of the third sector has reorganized the entities with solidarity and social utility purposes under a single large family. With the full entry into force of this reform, voluntary associations together with those of social promotion will automatically become Third Sector Entities (ETS). Currently the reform is not fully implemented as the establishment of the single register in which the ETS will have to register (RUNTS) and some implementing decrees are expected.

create a voluntary association odv

How to set up a voluntary association: statute and deed of incorporation

To establish an ODV, the signature of the 7 founders on the deed of incorporation and the statute is sufficient. In fact, the intervention of a notary is not necessary, unless you want to create a recognized association to prevent the administrators from responding with their personal assets for any debts of the entity. However, this choice is rare and is used only by associations with large assets (minimum € 15,000) and numerous associates.

The deed of incorporation and the statute of the association are the documents that regulate the functioning of the organization and report the relevant data of the same. The deed of incorporation contains, for example, the name of the entity, the data of the founding members and administrators, the place of incorporation and the registered office. The statute, on the other hand, establishes the rules on administration, on the functioning of the assembly, on the membership and exclusion of shareholders, etc.

With our association constitution service, you can create customized articles of incorporation and statute online. You will also receive the advice of an experienced professional and our complete guide for all requirements. In addition to the constitution, 1 year of 100% online legal support is included to create tailor-made contracts and request consultations with experts for all the needs of the new business.

The next steps to open an ODV: tax code and registration

Let’s see now what are the steps to follow after the constitution to start the non-profit. If you choose the LexDo.it service, our professionals will guide you through each step.

1. Request for the tax code or opening of the VAT number

First of all, you need to apply for the tax code to the Revenue Agency. The code is necessary to be able to carry out any operation (e.g. opening a current account, purchasing goods). If, on the other hand, the entity also habitually carries out commercial activities, instead of requesting the tax code, a p. VAT by association. Generally, they are commercial paid activities for non-associated persons or activities qualified as such directly by the law (eg administration of food or beverages).

2. Registration with the Revenue Agency

After obtaining the tax code or VAT number, the deed of incorporation and the articles of association must be registered to make the ODV known to third parties. Registration is done with the Revenue Agency within 20 days from the date of incorporation and is one of the steps necessary to obtain the tax benefits provided for non-profit activities.

3. Registration in the regional register of volunteering

To access the tax benefits, it is also necessary to register in the regional register of volunteers. The documents demonstrating the registration of the deeds with the Revenue Agency must be attached to the application form. Each region provides different procedures for the registration procedure, therefore it is advisable to consult the site of the region in which your association is based to know every detail.

4. Transmission of the EAS model

The EAS model is a fiscal document that non-profit organizations are obliged to present within 60 days from the date of incorporation. With this fulfillment, some data on the activity and income of the association are transmitted to the tax authorities in order to have access to some tax breaks. The model can only be submitted electronically and it is advisable to have the support of a professional for filling in and sending it.

Costs to create an ODV

As seen above, the intervention of a notary is not required to set up the institution, therefore no costs are foreseen for the establishment. The founders can independently draw up and sign the constitutive documents. However, it is important to have the assistance of a professional at this stage to avoid making mistakes in the drafting and to make the most convenient choices.

The assignment of the tax code is free, as is the registration as for voluntary organizations there is an exemption from the payment of registration and stamp duties. However, it is advisable to check with the offices of the Revenue Agency of the municipality in which the association is based in the exemption is confirmed for your ODV. In the absence of this confirmation, € 200 must be paid as registration tax. If you need to open p. VAT, there are no taxes for the opening but it is advisable to contact a professional for accounting management.

Finally, registration in the regional register is generally free. However, as anticipated, you must always check with your region of belonging as in some cases there may be costs (eg revenue stamps).

With our constitution service, creating your association costs € 99 + VAT. You’ll have included the bespoke online charter, advice from an experienced professional, and our comprehensive guide to all the steps after setting up your organization.

Tax regime

The voluntary association, as a non-profit organization, benefits from some tax breaks. The concessions can concern both the revenues that the body collects from the members for participation in the institutional activity (eg assistance of volunteers to disadvantaged people) and the revenues for commercial activities such as the sale of gadgets, sponsorships and more generally payments received from non-associated third parties.

ODVs benefit above all from the non-taxation of revenues relating to institutional activities. These include, for example, the membership fees, the financial contributions paid by the members for the activities carried out, any donations received.

For commercial revenues, on the other hand, it is possible to adhere to the facilitated tax regime provided for by law 398/1991. Initially introduced only for sports associations, this regime was then extended to other non-profit organizations as well. Among the advantages there is the exemption from the application of VAT, the obligation to invoice and the application of a tax rate of 3% on revenues that do not exceed € 400,000 per year.

As soon as the reform of the third sector comes fully into force, the tax regime described above can no longer be applied by voluntary associations. However, it will be possible to adhere to the new tax measures that will provide for a flat rate taxation with a reduced rate on commercial revenues not exceeding € 130,000. In any case, the definitive implementation of the reform and the scrutiny of the European Commission are wait in order to know precisely the new provisions.

 

What is the Privacy Policy of a Website or an App?

Privacy Policy

The Privacy Policy of a Website or an App (or Privacy Policy) is the document with which users are informed about the purposes and methods of processing their personal data. This document, therefore, represents the communication to users of any information necessary to guarantee correct and transparent data processing in accordance with the law (for example, the purposes of the processing, the data retention period, the right to withdraw consent to the processing, information on the data controller, etc.).

The online privacy policy is mandatory whenever personal data is processed on a website or application. According to the European privacy regulation (GDPR in English), the processing is defined as any operation carried out on the user’s personal data in an automated or non-automated way (for example, storage, use, reading, communication of data, etc.).

Remember that the ‘ lack of or incorrect information privacy the user is punishable by a penalty fine of up to EUR 20 million or up to 4% of the turnover annual world, taking into account the individual case, the nature, severity, duration of the infringement, etc.

When using the privacy policy for websites or apps

The privacy policy for websites and apps is used to communicate to users the necessary information required by current legislation both for a website and for a desktop or mobile application. The document will adapt on the basis of the selected options and can be used for any type of service provided to users (e.g. blogs, e-commerce, information sites, e-marketplaces, etc.), as well as for any purpose of processing the data.

This document will need to be posted online on your site or within an application. If, on the other hand, you need a document to manage the processing of data for offline activities such as shops, doctors’ offices or for employee data, you will need to use a different document: the privacy policy for offline activities.

You can specify the purposes for which you will collect the data by choosing from a list of predefined purposes (e.g. sending emails or newsletters, interacting with live chat, etc.) or, for special needs, you can describe the purposes in a personalized way.

The privacy policy is also used when products or services are offered to foreign users. In these cases, it is possible to create the document in English or in two languages ​​to facilitate consultation. It is in fact mandatory that the information is always understandable even to foreign users and must therefore be translated into all the languages ​​in which the site or app is available.

What the GDPR compliant privacy policy model contains

Our privacy policy meets all legal requirements and contains all the information required by current privacy legislation and European regulations (GDPR):

  • Types of personal data collected: it is possible to choose between data voluntarily provided by the user (contact data, information, content, sensitive data, data collected from social media, etc.) and automatically acquired data (usage data, geolocation data, data collected through cookies, etc.)
  • Purpose of processing: the purposes for which personal data are collected must be listed (e.g. statistical purposes, user profiling, payment management, etc.). We have prepared the interview allowing you to choose between pre-set and/or customizable purposes
  • Processing methods: the electronic or manual tools with which the data are collected, the methods of organizing the data, the security measures to prevent unauthorized access, disclosure, modification or destruction of data must be indicated
  • Data recipients: the names of the third party’s recipients of the data or the economic or commodity categories to which they belong must be indicated (e.g. marketing consultants, shippers, etc.)
  • Legal basis of the processing: the basis on which the processing is based (consent, legal obligation, contractual obligation, etc.)
  • Place: where the data are stored and if they are transferred to a non-EU country
  • Automated decision-making processes: if procedures such as profiling and the logic with which they are used are used
  • Data retention period: how long the User’s personal data are stored;
  • Rights exercisable by users: the legislation expressly requires you to enter the list of what a user can do (ask for data removal, cancellation, transformation into anonymous form or blocking of data, etc.)
  • Identification data of the data controller and/or the data protection officer (DPO): all data must be entered to identify and contact who determines the purposes and means of the processing of personal data. If appointed, the data protection officer must also be indicated
  • English language: it is also possible to generate the document in English if your users are foreigners.

The privacy policy is only one of the obligations provided for by the GDPR. Once you have downloaded your document, we will guide you step by step through all the necessary subsequent formalities (for example, the request for consent, the preparation of security measures and the preparation of the treatment register, etc.) so that the connected documents are correctly prepared. (eg. Cookie Policy or cookie information, etc.). If you need more help you can also request a website GDPR adjustment to adapt your website or app or request our GDPR consultation with an experienced lawyer to be followed up further.

Information you need

To complete the privacy policy, all the data of the site or App and of the owner are required. It can be very helpful to get help from your webmaster or IT consultant.

Remember that our interview does not generate a simple privacy policy template for websites and apps. Based on your answers, the system automatically draws up a customized contract model for your exact needs, guaranteeing its legal correctness.

The document can be modified free of charge in all its parts without time limits. Don’t worry so if you don’t have all the information available during the interview, you can always enter it later.

Other names

The privacy policy is also known as:

  • privacy policy for website or app compliant with the gap
  • privacy policy for websites or apps
  • information on the processing of personal data
  • GDPR policy statement

Other useful templates and facsimiles

  • Cookie Policy: to inform your site visitors of the cookies you will save on their browser
  • Terms and Conditions of a Website or an App: to regulate the rights and obligations of users of a website or application
  • Personal Data Processing Register: to collect all information relating to the management of personal data processed
  • Privacy Notice for Offline Activities: to inform your customers or employees about the use that will be made of their personal information
  • E-marketplace Membership Conditions: to regulate the relationship between the owner of an online marketplace and suppliers who sell products and/or services to users

How to start a Startup: the documents to develop your company?

develop your company

Have you had an idea and want to find out how to start a startup? Our guide will accompany you in the necessary steps to develop your business: here are the documents and legal aspects to start your startup business!

How to start a Startup: the documents to develop your company

The first steps

To start working on your project, until you have established the company, you can immediately regulate relations with your collaborators and future partners. To do this, you can create a letter of intent with which to write down the conditions and points of understanding agreed with your partners.

Alternatively, it is possible to create a real partnership through a joint venture agreement. This very flexible agreement allows for temporary cooperation in which multiple parties provide resources and capabilities to achieve a common goal.

How to start a startup?

The startup is first and foremost a company. When you are ready to set up it, it will be essential to choose the type of company that best suits your business. Generally, the limited liability company (Sal) is chosen as it allows to minimize the economic risk. The assets are separate from that of the shareholders and you can start with a minimum share capital of € 1. It is a very flexible type of company that can be used for any type of business (e.g. e-commerce activities, marketing services, IT consultancy, etc.).

Based on the activity carried out, different types of companies can be chosen:

  • Innovative Startup: which develops and markets products or services with a high technological value
  • Ordinary Sal or Simplified Sal: which can carry out any other activity

To set up your company you will need to create the statute to regulate its functioning and go to a notary to sign the deed of incorporation. If you wish, you can choose our innovative startup constitution or SRL constitution service.

Protect your idea and protect your brand

After having found the answer to the question “how to start a startup”, to defend your brand, proceed immediately with the registration of the trademark that will allow you to use your distinctive sign exclusively (eg. Logo, letters, graphic signs, etc.). It is an essential tool for fighting competition in a constantly growing sector such as that of startups. To learn more, we have written an article on all the advantages of trademark registration.

The brand can also be a potential source of revenue as it can be economically exploited through a license agreement. With this document it will in fact be possible to grant the use and exploitation to third parties of an intellectual property (e.g. brand, software, know-howdesign, etc.). The user license can be used by the startup to monetize their idea without selling it or to exploit eg. patents and know-how of other companies.

Another protection that a startup typically uses is the confidentiality agreement. This document ensures that confidential information shared with third parties remains confidential. The ideas of your company will be protected during private negotiations, a fundamental point, for example, for relations with consultants, collaborators, investors, suppliers and other external parties.

Put your website online

To promote the business of your startup on the web, it is important to make sure you have a site that is always up to standard. The documents generally required for a website are the following:

  • Terms and Conditions: which governs the relationship between website or app users and the company. It can be used for any type of startup site such as eg. for information platforms, e-commerce, e-marketplaces, etc.
  • Privacy Policy of a Website or an App: which informs the users of a website or an app about the use that will be made of their personal information. It is a mandatory document in case of processing of users’ personal data (GDPR compliance)
  • Cookie policy: which informs site visitors of the cookies you will save on their browser. This is a mandatory information in the event that even a single cookie is used (Cookie law compliance)

Resources, collaborators and suppliers for the company

One of the most important moments in the life of the startup is the formation of a team of collaborators to grow with. To entrust projects to resources external to the startup, eg. to commission the creation of a site / app, a work contract is generally used. For continuous or periodic collaborations, a service provision contract is used, for example for consultancy or assistance and maintenance services.

Alternatively, you can choose the employment contracts (both temporary and permanent employment). With permanent employment contracts you will be able to permanently hire a resource that is valuable to you. Q NY startups awarded a b onus young assumptions which saves 50% of the INPS contributions to the open-ended contracts (up to a maximum of EUR 3000 per year for three years). Furthermore, for the personnel employed in research and development activities, the startups enjoy a tax credit of the cost incurred in the period 2017-2020.

Find your workspace:  co-working or rental?

How to start a startup without a space to carry out your business? At the beginning of the company’s journey, a shared workspace or leased property is typically used as an alternative to buying a home.

In the first case, a co-working (or office sharing) contract is used to regulate the relationship between the startup and the space manager. You can use this document when, in addition to the room, you are offered a series of ancillary services connected to the work activity (eg Wi-Fi, meeting rooms, relaxation areas, cleaning, etc.).

In the second case, however, only the property is offered and a commercial lease contract can be used. This document allows the startup to carry out any work activity within the premises (e.g. commercial, industrial, craft, office use, etc.). You can freely determine the duration of the lease, choosing between a temporary lease (max 18 months) and a traditional lease (max 30 years).

Investments and growth for your startup

The contribution of new capital by an investor can be vital to finance the growth of the startup by pushing it beyond the boundaries of the early stages of life. To get an investment for your startup it may be useful to first fix the main points of the investment negotiations. To do this you can use an investment contract term sheet.

 

Capital goods: definition, depreciation and subsidies

Capital goods

Capital goods are essential for carrying out any activity. Let’s see together what they are, what amortization is and the concessions for the purchase.

Capital goods: definition, depreciation and subsidies

Definition of what capital goods are

The definition of capital goods includes all those tangible and intangible assets (eg equipment, plants, trademarks, patents) that companies and professionals use to carry out their business. These are goods that are used for several years. For this reason, their accounting entry is made following the depreciation principle.

Amortization of the cost of goods

The amortization of the cost of capital goods consists in “spreading” the purchase cost of the asset over several years (or years). This means that whoever buys an instrumental good does not immediately deduct the entire cost incurred but only the portion relating to the year of use.

For example, if you buy a plant worth € 10,000.00, it will not be possible to deduct the entire amount in the first year but will have to be divided by the duration of the amortization (usually 5 years). Consequently, € 2,000.00 can be deducted for each year of use.

On the other hand, assets that do not have multi-year usefulness (non-instrumental) and assets that are only used and not purchased by the company or professional (e.g. leased, rented, or rented assets) are not depreciable.

The duration of the depreciation depends on the duration of use of the asset. This principle applies above all to the preparation of the financial statements (statutory depreciation). Tax legislation, on the other hand, provides for standard depreciation durations that depend on the company’s business sector and the type of asset purchased (depreciation coefficients). Only for assets with a value of less than € 516.46, it is possible to deduct the entire cost of the asset in the year of purchase (super-depreciation).

What are the capital goods and when they can be depreciated?

Capital goods can be divided into different categories according to the characteristics of the asset.

Mobile capital goods

The broadest category is that of capital movable goods. This includes motor vehicles, commercial and industrial vehicles (e.g. vans, trucks) as well as all the equipment and systems of a production company as well as office machines and furnishings (e.g. computers, smartphones, desks, cabinets). The tax amortization of these assets takes place in a few years (as a rule, within the first 10 years of use).

Real estate capital goods

Another category of capital goods is that of real estate (capital buildings). Sheds, warehouses, offices and shops fall into this category. These can be both buildings already built and buildings to be built. For this category of assets, the amortization period is generally very long (in some cases up to 50 years).

Intangible capital goods

The third category of capital goods is that of intangible assets (or intangible fixed assets). This category includes, in particular, trademarks, patents, rights to use intellectual property such as software and other intellectual property rights. For these assets, the duration of the amortization depends on the speed with which the asset loses value (eg the obsolescence of software) or on the duration of the right (eg duration of the license, duration of the patent).

Who can depreciate the assets?

Depreciation of capital goods can be done by companies (eg companies, sole proprietorships) and by professionals. These categories can deduct the cost of the purchased goods on the basis of the depreciation coefficients provided by the ministry. In this way, the taxable income for tax calculation purposes is reduced by the amount of the depreciation allowances.

For example, a company has a taxable income of € 10,000 and buys a machine worth € 5,000, which can be amortized over 5 years (€ 1,000 per year). This year the company can deduct the depreciation charge of € 1,000 from its income. As a result, the amount on which he will have to pay taxes (taxable income) is reduced to € 9,000.

The use of capital goods and depreciation follow different rules if the company or professional applies special or advantageous tax regimes, such as the flat-rate regime or the minimum regime.

Capital goods and flat-rate regime

In the flat rate scheme, there is no depreciation of assets and their cost is deducted from income in a different way. In this particular tax regime, in fact, the costs incurred by the company or professional are “flat rate”. There is therefore no exact deduction of the costs incurred, including those relating to depreciation. The calculation of the lump sum costs takes place as a percentage of the turnover, based on the type of activity carried out.

For example, a flat-rate retail trader may consider 60% of their turnover as a cost (whether they bought capital goods or not).

Capital goods in the minimum regime

L ‘ depreciation of assets instrumental is possible, however, in the system of minimum, according to the normal ministerial coefficients. However, in this particular tax regime, the entrepreneur and the professional cannot possess capital goods above a certain value threshold (currently set at € 20,000), under the penalty of forfeiture of the advantageous tax regime.

Concessions and incentives for the purchase of goods

The law provides for some incentives and concessions for certain categories of capital goods, in order to incentivize their purchase. An example is facilitation provided by the National Industry 4.0 Plan which concerns tangible and intangible assets connected to technological and digital transformation (eg advanced machinery, robots, software). For these types of assets, a reduced depreciation period (hyper-depreciation) is envisaged.

An example of an incentive for the purchase of capital goods is the one provided by the new Sabatini law which allows SMEs to access loans more easily. In particular, companies can request a contribution from the state on the interest on loans relating to the purchase of capital goods.

Limited Liability Company: What is it and Types of SRL

Limited Liability Company

The limited liability company or SRL is the most used type of joint stock company. It has a flexible structure and allows it to carry out an economic activity by limiting the risk of the shareholders to the amount invested. There are several types of SRL. Let’s see them together in detail.

What is a SRL and what it means?

The meaning of the abbreviation SRL is a limited liability company. This type of company allows to carry out an economic activity and to limit the liability of the shareholders to the investments made (contributions in money, goods or work). The contributions of the shareholders become the property of the company which is liable for the debts of the business with its own assets (perfect patrimonial autonomy). Generally, the company is formed by two or more partners. However, it is also possible to establish an SRL with a single shareholder (single-member SRL).

The sum of the contributions of the shareholders constitutes the share capital. Each shareholder is assigned a share of the capital which is usually proportional to the value of the contributions made. The share entitles the shareholder to receive the profits from the company’s business and to participate in the shareholders’ meeting to make the most important decisions. For example, in a company with capital of € 1,000, one partner has a share of € 700 and another of € 300. The first shareholder is entitled to 70% of the profits and votes at the meeting, the second to 30%.

limited liability company srl

Types of limited liability companies

Limited liability companies are divided into:

  • Ordinary SRL (Article 2463 of the Italian Civil Code)
  • Simplified SRL (Article 2463 bits of the Italian Civil Code)
  • SRL innovative startup (Article 25, 2nd paragraph of Legislative Decree 179/2012)

All three types of SRL allow to limit the liability of the shareholders in carrying out the economic activity that is described in the corporate purpose. However, there are some important distinctions you need to know in order to choose the right company for your business.

Ordinary SRL

This is the most flexible form of Sal. The company can carry out any type of business. The minimum share capital is € 1 and there is no maximum limit. Shareholders can be both natural persons and other companies. Those who choose to open an ordinary SRL can customize the company’s statute, regulating every aspect of its organization. To set up the company, you must go to a notary to check and sign the documents necessary for the establishment.

Simplified SRL

A simplified SRL or SRLS is a limited liability company with reduced set-up costs but which has some limitations compared to an ordinary company. In particular, whoever constitutes an SRLS does not have to pay the fee to the notary. However, you still have to incur some expenses and pay some taxes for the establishment. Furthermore, the company statute is standard and cannot be customized and the shareholders can only be natural persons. Another difference between SRL and SRLS concerns the maximum share capital, which in a simplified company cannot exceed € 9,999, which could lead to some difficulty in finding an investor and obtaining financing.

A very similar type of company was the limited capital limited liability company, introduced in 2012. However, in 2013 this type of company was eliminated and all limited capital limited liability companies already established are now qualified as simplified limited liability companies.

SRL innovative startup

It is a company that mainly deals with developing, manufacturing and selling innovative products or services with high technological value. Like an ordinary SRL, the share capital of an innovative start-up has no amount limits and the company can have both natural persons and other companies as shareholders. However, you must have all the startup requirements required by law. Innovative startups can access some important concessions, such as ministerial guarantees on bank loans.

Administration of the limited liability company

The administration of the limited liability company can be entrusted to a single director or to two or more directors. If the administration is entrusted to more than one person, a board of directors (or Board of Directors) is formed which decides by majority. The directors have the task of making decisions on the management of the company and are responsible for their actions towards the shareholders (for more details, see the responsibilities of the directors).

There are also other forms of administration, adopted in specific cases:

  • the separate administration provides that each director can decide on his own initiative without the need for the consent of the other directors
  • the joint administration requires that decisions must be taken by all directors unanimously.

Accounting control body

In addition to the directors, in some cases it is also mandatory to have the statutory auditing body that the company can entrust to an auditor or to a supervisory body (sole auditor or board of statutory auditors). It supervises the company’s accounts, compliance with the principles of correct administration, the adequacy of the administrative and accounting structure adopted by the company, etc.

The appointment of the supervisory body is mandatory if the company:

  1. is required to prepare consolidated financial statements (financial statements of the parent company of a group of companies)
  2. controls a company obliged to carry out the statutory audit
  3. has exceeded at least one of the following limits for two consecutive years:
    – € 4 million of balance sheet assets
    – € 4 million of revenues from sales and services
    – 20 employees employed on average during the year

Share capital and contributions

To open the company, the shareholders must pay the contributions that make up the share capital. The initial capital is used to provide the company with the financial means necessary to start the business. The minimum capital of the SRL can be as low as € 1 even if it is recommended to pay a larger amount. Generally, the first contributions are made in cash. However, it is also possible to confer goods or a work activity. In these cases, the value of the contribution must first be certified by an expert.

After the constitution, the shareholders can choose whether to keep the initial capital of the company or to make a capital increase in case of need. To do this, you will need to go to the notary.

Establishment of a limited liability company

For the establishment of a limited liability company, the first step is the stipulation of the articles of association and the deed of incorporation for SRL. These documents regulate the functioning of the company and must be signed by the shareholders in the presence of a notary.

After signing the documents by the notary, there are some mandatory requirements to establish the SRL. The main ones are:

  • open the VAT number of the company
  • prepare and endorse the mandatory company books
  • register the company in the business register within 10 days of incorporation (this is done by the notary)
  • submit notices of the start of business

The costs for the establishment of the SRL are those relating to the notary’s fee, taxes and expenses. On average, the total cost to open an SRL is around € 1,500 + VAT + about € 600 of taxes. With our SRL incorporation service you can open your company in 7 days with 1 year of legal support 100% online. The service costs € 999 + VAT + Approximately € 600 in taxes and includes everything you need to set up your company with the full assistance of experienced professionals. You will be able to create and customize the articles of association and articles of association online in minutes and verify them with an experienced professional. Subsequently, you will be put in contact with a notary who will proceed with the establishment of the company. For the first year you can then create tailor-made contracts and request consultations with professionals for any need of the new business (e.g. contracts for suppliers and customers, commercial agreements, trademark registration, privacy and website terms and conditions).

Once the company is established, it will be necessary to complete the formalities to start the business and correctly manage the accounting. Generally, the costs of the first year of activity are around € 2,500 + VAT for the accountant’s fees and € 700 for taxes. Our customers can request the accounting service at the price of € 299 + VAT + € 700 of taxes for the first quarter. This price includes all the necessary formalities after the establishment of the company.

 

How to Open an E-Commerce: What You Need and Costs?

E-Commerce

To open e-commerce, it is necessary to comply with some basic steps required by law that vary according to the type of site chosen for your business. Let’s see together how to do it best and how much it costs to start an online business.

What is e-commerce

E-commerce is a traditional online store where users buy directly from the owner of the site that sells their products. The entire sales process, therefore, involves only two parties: the owner of the site and the user who buys.

E-commerce differs from e-marketplace where, on the other hand, multiple vendors or external suppliers are put in contact with users. In fact, in the e-marketplace there are three parties: the owner of the site, external sellers and users.

The steps to open an e-commerce site

The first step to open an e-commerce is to create the website where the products or services will be sold. To do this, you can contact a developer or take advantage of the solutions offered by various dedicated platforms (e.g. Woo Commerce, Shopify, etc.). These platforms are easy to use and ready to use, but they have the disadvantage of often having a commission on sales. On the contrary, creating your own tailor-made site involves an initial expense but guarantees the freedom to customize it in every detail and avoid commissions.

Another important aspect is the type of e-commerce that is chosen to sell online. In particular, e-commerce can be a website or app that sells tangible products such as computers and smartphones or digital services on subscription (e.g. software as a service or SaaS). Furthermore, it is possible to create the online store with its own warehouse or without warehouse (drop hipping) and use an external supplier to ship the products directly to customers.

To sell online, the business owner must post a set of mandatory information and data on the site. This is a necessary fulfillment to guarantee transparency to its users and to avoid penalties. Specifically, just report the following data:

  • name and surname of the owner or company name
  • VAT number (necessarily on the home page)
  • Economic and Administrative Index number (REA)
  •  paid-up share capital and relevant data (only for companies)
  • data on licenses or authorizations necessary for the sale of particular products (optional)
  • certified e-mail PEC address (optional)

Generally, this information is indicated in the lower section of the site (footer) together with the privacy documents.

What it takes to create an online store

If you want to start a new business from scratch you need to open a commercial enterprise. In these cases, the company can be opened as a sole proprietorship or as a company (SRL, SRLS, SPA). With the sole proprietorship the shopkeeper cannot have partners but has reduced costs for opening and management. With the company, on the other hand, the costs are higher both in terms of expenses for the establishment and for taxes, however, the owner is not directly liable for the debts of the company and can involve other shareholders.

If the opening of e-commerce is just another sales channel, instead, it is possible to use an already started business. In this case, it is not necessary to open a new firm or company. In fact, it is sufficient to communicate the additional activity to the business register and modify the ATECO code of the activity with your accountant.

Is it possible to start the business without a VAT number?

It is possible to sell on the internet without opening a VAT number only if the sale is occasional. This occurs when the sale is made sporadically and not continuously. For example, when a private individual sells their used smartphone on an ad site.

When you want to open an online shop, however, the VAT number is mandatory. In these cases, in fact, a continuous commercial activity is carried out which requires some specific requirements. In particular, in addition to having to open the VAT number, it is mandatory to register with the business register, submit the certified report of the start of business (SCIA) and register with INPS for social security contributions.

The documents needed for the site

All online sellers must respect the privacy and rights of their users. In fact, an e-commerce must publish a series of mandatory information documents.

The information on privacy

To work at its best, the site often collects some personal data of users and saves cookies on their computer to track their choices. In these cases, it is necessary to publish on the site:

  • a Privacy Policy (or Privacy Policy): to specify how user data is processed and to ensure correct and transparent processing
  • a Cookie Policy: to inform users of the cookies that store their data and that are saved on their browser

The conditions of sale for customers

E-commerce companies are also required to publish general conditions of sale. It is a document that contains the terms and rules that apply to purchases and use of the platform by users. In particular, this document includes:

  • the characteristics of the goods and services for sale and the relative prices
  • the commercial guarantees applicable to physical and digital products
  • the methods of payment, shipping and delivery
  • the information on the right of withdrawal and its methods of exercise
  • any limitations of liability (e.g. protection of intellectual property, etc.)

The seller must ensure that the terms of sale are accepted by customers before making a purchase. Furthermore, it is necessary to send them an order confirmation after the purchase has been made.

The other requirements to be respected

In addition to the basic steps to open an e-commerce, additional requirements must be met. In particular, the owner must have all the moral requirements required to open a shop of any kind such as not having been definitively convicted of receiving stolen goods or money laundering. In addition, there are additional requirements depending on the type of product sold such as the HACCP certificate required for the sale of food products preserved or produced by the e-commerce owner.

How much does it cost to open an e-commerce?

An e-commerce has the advantage of having lower costs than a physical store. Generally, in fact, an online business does not have to bear the costs of renting a location and does not have to pay contributions and salaries for staff such as clerks and cashiers. Furthermore, if the activity is carried out in drop shipping there are not even the costs for logistics and for the rental of the warehouse where to store the goods.

Against this saving, online activity still involves some typical costs. Starting the shop, in fact, implies the costs for the development of the website, for the relative hosting contract and for the commercial management of the site. In particular, e-commerce often requires digital marketing and site optimization for search engines (SEO) with variable costs depending on the consultant to whom it is addressed.

Furthermore, to keep the business online, the costs vary if the legal form chosen is a sole proprietorship or a company. In fact, the costs for the sole proprietorship are lower and do not involve the fee of a notary (approximately € 200 for registration in the register of companies and maximum € 1,000 for SCIA). On the contrary, the costs of setting up an SRL are higher as those for the notary and taxes are added (about € 1,500 for an SRL and about € 400 for setting up a Simplified SRL).

The differences in costs are also present in the tax area for accounting management. In fact, the annual costs of the accountant change not only according to the tax regime but also to the type of business open. The sole proprietorship has lower costs starting from € 300 on a flat-rate basis, the company, on the other hand, has higher costs starting at least € 1,000 per year.

 

21 Tips to work better (and less)

work better

21 Tips to work better (and less)

1. Complete the most important tasks first.
This is the golden rule of time management. Identify two or three most important activities each day and do them before the others.

Once done, the day was already a success. You can move on to other things, or you can leave them waiting until tomorrow. You have done the essentials.

2. Learn to say “no”.
Having a lot of commitments can teach you how to juggle and how to manage our time. However, you can easily get lost. It is, therefore, necessary to learn how to decline opportunities. Your goal should be to make only those commitments that you know you can handle.

3. Get at least 7-8 hours of sleep.
Most people need 7-8 hours of sleep to function optimally.

Listen to your body and don’t underestimate the value of sleep.

4. Give your full attention to one thing at a time.
Close all other browser windows. Put the phone away, out of sight and turn off the ringer. Find a quiet place to work or listen to music if that helps. Concentrate on this task. Nothing else should exist. Immerse yourself in it.

5. Don’t always postpone.
Most of us are plagued by the urge to procrastinate. It seems so easy and you always manage to postpone something, so why not? Instead, you will feel infinitely better each morning if you do one of the things you postponed the day before.

6. Don’t let the details waste too much time.
Often some activities take us much, much longer than they should because we focus on a few small details. Avoid focusing on them, finish the job and correct once completed.

7. Make fundamental work habits.
If you have to do the same thing every day, like writing, calling, planning, organize it in such a way that it becomes a habit. It is much simpler.

8. Be aware of the amount of time the Internet takes up.
Social networks, e-mail, a few games on the smartphone, some internet research waste a lot of time and reduce productivity.

Be aware of how much time you spend on these activities, noticing how they are sucking your commitment and you will start using them less. A tip: decide to check your mail 2/3 times a day, to use social networks for a set time. You will gain a lot of time.

9. Set a time limit for completing a task.
Instead of just working on a project and thinking, “I’ll stay here until I’m done,” try thinking, “I’m working on this for three hours.”

The time constraint will push you to be more efficient.

10. Take a time break between one activity and another.
When we run from one commitment to another, it is difficult to appreciate what we are doing and to stay focused and motivated. Allow yourself a break, it will be like a breath of fresh air for your brain. Take a short walk, meditate, or do some other exercise to clear your mind.

11. Do one thing at a time.
One of the fastest ways to overwhelm yourself is to think about the to-do list.

Don’t do 2 things at a time, just focus on one activity, alone, don’t worry.

12. Exercise and eat healthily.
Numerous studies have linked a healthy lifestyle with work productivity.

Getting enough sleep, exercise, and eating healthy things give you more energy, clear your mind, and allow you to focus on things more easily.

13. Do less.
Doing less is another way of saying to do the things that really matter.

Slow down, write down what needs to be done and focus on that. Doing fewer things that create more value, rather than wasting time doing many unimportant things.

14. Use weekends, but just a little.
On weekends, working only 2-4 hours a day can really reduce your workload during the week. Once finished, dedicate yourself to your things, to free time, to your children.

15. Create organizational systems.
Being organized saves a lot of time.

Create a document filing system. Make sure all things have a place, which you store, in your room. Unsubscribe from the mailing lists if you do not wish to receive news. Simplify, simplify, simplify.

16. Do something while waiting.
We often have empty times where we usually don’t do much. Waiting rooms, queues, time on the subway, in the gym, etc. Find things to do in these moments.

17. Lock yourself in a room.
No distractions, no excuses.

Sometimes, the only way you can get something is to isolate yourself in a room. If so, be aware of this and act accordingly.

18. Will and commitment.
Be steadfast. Be committed. Be professional.

A firm will to do what you decide to accomplish will take you everywhere.

19. Grouping of tasks to be done consecutively.
Let’s say you have to make two estimates, write three essays, make two videos. Instead of tackling this job in any order, group the tasks to be done consecutively.

Different tasks require different ways of thinking, so it makes sense to allow your mind to keep flowing instead of unnecessarily switching to something that requires reorientation.

20. Find time for stillness.
In this very fast world where you go, do and never stop, too many people don’t find the time to be alone and still. Still, it is extraordinary what stillness can do. Action and inaction should both play a key role in our life.

Find time in your life to be silent and do nothing: it reduces anxiety and shows that there is no need to constantly rush. And it will become easier to find your enjoyable job.

21. Eliminate the non-essential.
I know this has already been mentioned one way or another, but it is one of the most helpful tips. Our lives are filled with excess. As we identify the excess and remove it, we become more and more in touch with what is relevant and what is worth our time.

One last tip (the best).
There is one last tip I want to give you. If you have to remember one thing from this post, remember this: pleasure should always be the goal. Work can be a game.

We are so caught up in the frenzy that we forget to enjoy what we are doing. Even when we focus on working better, we are still often too focused on doing other things.

Always ask yourself: What can I do to spend more time and enjoy what I am doing?

The goal should be to organize your schedule in a way that you are satisfied with living the details of your daily life, even while you are working.

This may seem like a pipe dream, but it is more possible than ever in today’s world.

Be curious. Be open to opportunities. Get to know yourself. Embrace your passions. Wonderful things can happen.

 

What are the Articles of Association and Constitutive Act SRL?

Articles of Association

Bylaws and Constitutive Act SRL are the documents necessary to set up a limited liability company and regulate its operation.

The deed of incorporation contains the information on the shareholders and on the company necessary to establish it (e.g. the name of the SRL, the amount of the share capital, the data of each shareholder and the contributions made). The statute, on the other hand, governs the corporate organization and contains the rules on administration, the shareholders’ meeting, the transfer of shares, etc.

The limited liability company is the most used type of company among the corporations. It is characterized by an autonomous patrimony separate from that of the shareholders who are not personally liable for any debts of the company. Furthermore, the SRL is a very flexible company as it can also be established with a share capital of € 1. This allows the entrepreneur to start his own business with low initial amounts.

When using the statute and deed of incorporation of an SRL

Articles of association and deed of incorporation can be used for each SRLregardless of the economic sector in which the company will have to operate. For example, you can set up a marketing company, software development company, a construction company, a physical or online store.

The same documents make it possible to establish both an SRL with several partners and a single-member SRL. The latter is a limited liability company with a single shareholder and has some particularities compared to a normal SRL (e.g. the sole shareholder must fully pay the share capital at the time of incorporation).

The articles of association and the articles of association of an SRL can also be used to open an innovative startup. It is a particular type of company that produces and markets innovative goods and/or services with a high technological value and enjoys some economic and fiscal benefits. The qualification of an innovative startup is acquired only when all the requirements envisaged by the specific legislation are met.

These documents cannot be used, however, for a simplified SRL (SRLS). It is a SRL with lower set-up costs but with some limitations (e.g. shareholders only natural persons and maximum restricted capital). For this company, it is necessary to use the appropriate statute and deed of incorporation for standard simplified and non-customizable SRL.

The limited liability company carries out a commercial activity and therefore has a profit-making purpose. If you want to start a ‘ non-profit activities (non-profit) to pursue solidarity purposes or social utility must form an association. In this case, it will be necessary to create statutes and articles of association by association.

How an SRL is established

Once the deed of incorporation and statute have been created, it is possible to establish the SRL with the assistance of a notary. This is the most flexible and fastest solution as it allows you to customize the statute a lot and the times are well defined. Furthermore, the notary will check the documents and take care of the necessary formalities (e.g. registration in the register of companies).

With the same documents, it is also possible to proceed with the establishment of an innovative startup SRL. In this case, the notary, in addition to verifying the articles of association and deed of incorporation, will verify the existence of all the requisites necessary to register the company in the special section of the business register.

The innovative startup can also be established without a notary with an online procedure. This procedure guarantees savings on formation costs but has limitations. For example, the statute must correspond to the ministerial model and is not entirely modifiable and the times for the practice are usually longer than those of the notary.

LexDo.it offers a complete service that allows you to set up your SRL in any way, according to your needs. You will receive the advice of an experienced lawyer who will frame your case and guide you in creating the statute and deed of incorporation. You can then choose whether to make an appointment with the notary or choose the online establishment procedure for your innovative startup. Finally, you will have legal support for one year to create tailor-made contracts and request consultations with lawyers on any legal issue.

What does the model of statute and deed of incorporation of an SRL contain?

Our documents of incorporation and statute for SRL meet all legal requirements and have been drawn up on the basis of the ministerial model of the articles of association and statute for SRL and innovative startup (Article 4, paragraph 10-bis, Legislative Decree no. 3 of 2015, converted by law n.33 of 2015). The main clauses concern:

  • Corporate purpose: the description of the activities that the society can play
  • Innovative startup: specific clauses if the company produces goods and/or services with a high technological value
  • Company data: the name, registered office and place of incorporation of the company
  • Personal details of the shareholders: surname, name, residence, citizenship, tax code, profession and marital status of each shareholder (both physical and legal)
  • Share capital and contributions: the cash payments to which the shareholders undertake to endow the company with the initial share capital
  • Shareholders’ decisions: to indicate the matters falling within the competence of the shareholders (e.g. the approval of the financial statements and the appointment of directors) and the methods for adopting their decisions
  • Withdrawal of the shareholder: to regulate the voluntary exit of the shareholder from the company and the cases in which the right of withdrawal is granted
  • Shareholder exclusion: the circumstances, conditions and methods by which a shareholder can be excluded
  • Administration: to specify the type of administration, the composition of any Body, the powers and duration of the company’s administrative body
  • Participation shares: to regulate the allocation of shares to shareholders (in proportion or not to the contributions) and the methods of transferring them, with any limitations
  • Capital increase: to regulate the right of shareholders to subscribe the newly issued quotas and the destination of the quotas issued at the time of the capital increase
  • Deadline: to fix the duration of the company.

Once you have downloaded your documents, we will guide you step by step to complete all the necessary subsequent tasks.

Information you need

To complete the documents, all the data of the shareholders and administrators are required.

Remember that our service does not generate simple facsimiles of the articles of association and deed of incorporation SRL. Based on your choices, the system automatically processes documents customized to your needs, guaranteeing their legal correctness.

The documents can be modified in all their parts without time limits. Don’t worry so if you don’t have all the information available right away, you can always enter it later.

Other names

  • Incorporation act SRL
  • Bylaws SRL
  • Company Statute SRL
  • Unipersonal SRL Constitutive Deed
  • Unipersonal SRL Statute
  • Statute and deed of incorporation of an innovative startup

Other useful templates and facsimiles

  • Simplified SRL Statute and Deed of Incorporation: to create the founding documents of a simplified single-member or multi-member limited liability company and regulate its operation
  • Work for Equity for Innovative Startups, SRL or SPA: to create a work for equity plan with the assistance of a lawyer and a notary
  • Shareholders ‘Agreements: to regulate the vote in the shareholders’ meeting, the transfer of shareholdings, the management of corporate powers, etc.
  • Term Sheet for Investments: To determine the main points on which the future investment agreement will be based
  • Letter of Intent (Memorandum of Understanding): to define the current status of negotiation and regulate its continuation
  • Non-Disclosure Agreement: to protect you if you have to share confidential information