Innovative Startup company in Italy

Innovative Startup company requirements in Italy

 

Pursuant to Legislative Decree 179/2012, art. 25, paragraph 2, an "Innovative Startup" is a joint-stock company (SRL or SpA), it may also be a cooperative company, that meets the following requirements:

 

- it is a new company or a company established no more than 5 years before;

- it has its main legal seat in Italy, or in another country in the European Economic Area (EEA countries = EU countries + Iceland, Liechtenstein and Norway), but with a production site or branch in Italy;

- it has an annual turnover of less than € 5 million;

- it is not listed on a regulated market or on a multilateral trading platform;

- it does not distribute and has not distributed profits;

- its exclusive or prevalent corporate purpose is the development, production and marketing of a products or services with high technological value;

- it is not the result of a merger, split or transfer of a branch of business.

 

Furthermore, an innovative startup company is such if it meets at least 1 of the following requirements, if:

 

1) it bears R&D expenses equal to at least 15% of the greater value between cost and total value of production;

2) it employs highly qualified personnel: at least 1/3 university researchers or at least 2/3 researchers with a master's degree;

3) it is the owner, custodian or licensee of at least one patent or owner of registered software.

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Corporate purpose of innovative startup companies

 

The corporate purpose must include, exclusively or prevalently, the development, production and marketing of innovative goods or services with high technological value; the mere marketing of innovative products is not sufficient.

The Italian Ministry of Economic Development has clarified that a company whose activity consists solely in the "experimentation" of innovative services or goods cannot be considered an innovative startup.

In addition, it is required that the goods or services contain the requirements of innovation and high technological value.

The Company Register office verifies the content of the corporate purpose, assessing consistency with the law.

In the corporate purpose it is possible to indicate other activities, in such cases it must be made clear that the activity with an innovative character and high technological value is the prevalent one.

The precise description of the activity must be indicated "in the appropriate box (Start Up 32 box of Fedra, code 028) with a brief description of the activity carried out, including research and development expenses; the description must be precise and detailed, specifying the nature of the highly innovative technological products and/or services.

In formulating the corporate purpose, it is recommended to:

- describe precisely the good/service developed, produced and marketed by the company;

- describe the innovative nature of the good/service or the innovative method through which it is developed, produced and marketed;

- specify the technology contained in the goods/services and the reasons why the goods/services have high technological value;

- specify in detail what the secondary activities are.

 

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Innovative Startup Company Formation in Italy

 

The formation of an Innovative Startup can only take place through the drafting of a notary public deed.

 

The formation of an innovative start-up with a standard model, provided for by Article 4, paragraph 10-bis of Legislative Decree 24 January 2015, no. 3, is no longer permitted.

 

The status of innovative start-up is acquired through:

 

- self-certification signed by the legal representative

- registration in the dedicated special section of the Company Register at the Chamber of Commerce of the competent province together with the necessary forms, at the same time as the application for registration of the company's articles of association or after the company's registration in the Company Register; the maximum duration of the registration of a start-up in the special section of the Company Register is 5 years from the date of incorporation.

 

An innovative start-up is such if it is registered in the Company Register as an active company, therefore, if the company does not communicate the start of the activity at the same time as the incorporation, it cannot request registration in the special section of the Company Register.

 

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Incentives applicable to Innovative Startup companies

 

The measures apply to Innovative Startups starting from the date of registration in the special section of the Company Register and for a maximum of 5 years from their date of incorporation.

After this period of time, Innovative Startup companies have the possibility of transforming themselves into “Innovative SME”, without losing the available benefits.

 

The application for registration in the special section of the Company Register is exempt from the payment of secretarial fees and stamp duty.

 

From the moment of their registration in the special section of the Company Register, innovative start-ups are exempt from paying the annual fee for 5 years, provided that the requirements set by law for acquiring the qualification of innovative start-up are maintained.

 

The other incentives applicable to Innovative Startups are the following:

 

- tax incentives for investment in the capital of Innovative Startups;

- free and simplified access to the Guarantee Fund for SMEs called "Smart & Start Italia" (subsidized financing for innovative startups located in the national territory);

- transformation into Innovative SMEs;

- exemption from chamber of commerce fees and stamp duties;

- possibility of raising capital through equity crowdfunding campaigns;

- internationalization services to companies, through the Italian trade Agency www.ice.gov.it;

- exceptions to the application of ordinary corporate regulations;

- flexible work regulations;

- extension of the deadline for covering losses;

- exception to the regulations on shell companies and systematic loss-making companies;

- remuneration through capital participation instruments;

- exemption from the obligation to affix the conformity visa for the compensation of VAT credits;

- simplified procedures in the event of failure of one's business (Fail Fast).

 

 

Anti-money laundering requirements and checks

 

Before proceeding with the registration of the deed in the ordinary section and in the appropriate special section, the Company Register office is required to carry out the requirements set out in the anti-money laundering legislation (pursuant to Legislative Decree no. 231/2007), by filling out the anti-money laundering form, collecting the data necessary to carry out the legal checks and sending it by email to the Chamber of Commerce.

 

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Requirements following registration in the special section of the Company Register for Innovative Startup

 

The legal representative of a new Innovative Startup must:

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- complete its own profile on the https://startup.registroimprese.it portal, within 30 days of registration in the special section for Innovative Startups;

- confirm or updateits own profile on the website https://startup.registroimprese.it and file the declaration of maintenance of the Innovative Startup requirements at least once a year, within 30 days of the approval of the financial statements and in any case within six months of the end of each financial year, or by 30th June; failure to update and/or confirm the personal profile on the website will block the transmission of the application to the Business Register;

- quantify and describe the research and development expenses in the explanatory notes to the financial statements.