The Incorporation of Companies in Video Conference
In compliance with the EU Directive 2019/1151 on the use of digital tools and processes in company law, Italy has recently introduced the possibility to incorporate companies online (or at least some companies).
In the scenario of Italian company law this represents a significative change as the previously applicable law required the physical presence of all signatories (or of their duly empowered attorneys-in-fact).
According to article 2 of the Legislative Decree no. 183 of 2021, limited liability companies (in Italian società a responsabilità limitata or S.r.l.) can now be formed in video conference provided that:
- the registered office of the company is planned to be in Italy;
- contributions are made in cash.
How does it work?
First, as under Italian law companies are formed by notaries, you need to identify one. The law says that if at least one quota-holder (the capital stock of S.r.l. being composed of quotas, and not of stocks) is Italian, you need to pick a notary having competence in the region of residence of such quota-holder. Therefore, if the quota-holder resides in Milan, you may choose any notaries based in Lombardia.
But what happens if none of the quota-holders are Italian residents? Then the situation gets simpler: any Italian notary can notarize the formation of the company.
Second, all the process is mandatorily run by the designated notary in a video meeting held through a web platform set up by the Italian Council of the Notaries which allows the proper identification of the signatories via electronic IDs, and the signature of the deed of incorporation through digital tool. Those who do not have a digital tool to sign may get one through the portal for the use just in this occasion.
The quota-holders are required to wire their contribution to a dedicated bank account in the name of the notary, and to do that before the incorporation of the company.
No more need therefore to foreign citizens or companies to travel to Italy to incorporate a local company, nor to grant an Italian citizen or company a proxy, which result therefore in a sensitive saving in terms of time and money.
This new incorporation process is for the moment being not applicable to all kind of companies; still, it represents a simplification which is susceptible of a wide use as limited liability companies are the most widely used kind of companies in Italy.