"NEWS July 12, 2016-innovative Start-ups: clarifications on the procedures for setting up"

Posted by on Jul 12, 2016

With the directorial Decree of the Ministry of economic development of 1 July 2016 were approved specs for you constituted acts and statutes of the limited liability company innovative start-ups, which allow the preparation of such documents in XML format that can be processed.

In addition, the circular of 1 MISE intervened July 2016, n. 3691/C to specify the procedures for setting up of the limited liability company innovative startups notwithstanding the rules allowing the search's partners the opportunity to fund them online with digital signature without the intervention of a notary, through a specially crafted platform "startup.registroimprese.it".

The provisions contained in the Decree effectively bought July 20, 2016 in order to enable the software to adapt the programmes to the provisions.

Notwithstanding the decreed by the civil code, the Ministry previously intervened with the Decree of February 17, 2016 preparing a standard memorandum and articles of Association of a limited liability company, aimed at the establishment of startups. The Ministry has made it clear first of all that "the procedure established by paragraph 10 bis can optionally and alternatively than already routinely provided by the civil code". So, the Chambers of Commerce will continue to follow the ordinary rules and enrol in ordinary and special start-up section constituted in the form of limited liability company pursuant to rule 2463 of the civil code, by public deed. In practice, the decree is therefore regulated the standard model generally, outlining alternate filing procedures and registration of the instrument of incorporation in the register of companies.

For a proper realignment between the search's standards and the discipline of paragraph 10-bis has become imperative:

  • continue to develop the controls by the Member offices for the purpose of the inclusion in ordinary section, despite the originality of the modalities of establishment of constitutive loses its strength not s.r.l.;
  • require formal charges that important constituents adapt as electronic fingerprint with the subscription.

Electronic subscription to the Act must be made by each Contracting Party or by the single subscriber, if the company has a sole shareholder, without possibility of subscription mode alternatives, especially in order to enable the necessary and correct verifications by the Office of the Registrar and of the money laundering regulations.

In addition, it was clarified that the accepting Office must first:

  • make the proper verification of the beneficial owner, and where the signing of the memorandum takes place within the Office, but not remotely, and where the Office could not provide identification available for inspection of the Contracting Parties, to apply article 28 of Decree. 231/2007 through the exclusive use of the digital signature;
  • Verify that the business purpose of the concept of production, development and marketing of innovative goods or services, it is permissible, possible, determined or at least determinable;
  • Verify the legal capacity and acting of the constituents.

Lastly, the Ministry in the circular clarifies that the provisional registration of incorporation mode in ordinary section continues until the Office does not occur definitively the existence of all the requirements set out in article 25 of Decree 179 of 2012, which qualify the startups, and not provide for the inclusion of the same in the special section.

Only after you have signed up in special section, consolidates its ordinary section and also there is no caution towards the market of indication of provisional registration.

The Act is previously registered for tax purposes, using the "logging" feature present in the platform of the reverse charge tax discipline, precisely in order to implement the reverse charge procedure.

Then you must also be a member of:

  • ordinary section through a unique communication practice to the competent Registry Office;
  • in the special section, in the case of innovative startups, using ordinary streets.

by Jeanne Greco