What are the Articles of Association and Constitutive Act SRL?

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