Transcript Diapositiva 1 - Invest in Tuscany

general rules for a new
business
General rules for a new business
Types of companies
The necessary time is very short thanks to "ComUnica”, a single communication procedure by application online, that includes
registration to the Register of Businesses at the local Chamber of Commerce, issuance of the VAT number, tax identification
number and registration with Social Security Administration (INPS) and Accident Insurance Office (INAIL).
Disposal of a minimum amount of capital deposit (it depends on the type of company)
Notary deed through which the company is set up
Registration to the Register of Commerce
1 online procedure:
“ComUnica”
www.registroimprese.it
Registration to tax authorities in order to obtain a VAT code
Opening a specific social security position (INPS company position) for personnel
Opening a specific insurance position (INAIL company position) for personnel
Corporate and accounting books
SCIA and other administrative fulfillments (depending on the activity of the company)
According to the Italian law, Steico must choose among the following types:
Foreign
Parent
Company
BRANC
H
Foreign Holding company
INDEPENDENT
COMPANY
SUBSIDIARY
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General rules for a new business
Types of companies
Foreign
Parent
Company
BRANC
H
The BRANCH is not a legal entity itself but every act or contract made by the branch is considered as
made by its parent company. The minimum capital is not required. However, it is necessary to provide an
initial capital called Fondo di dotazione.
However, the branch has its own autonomy from an accounting, tax and social security point of view.
In fact:
 it has its own Balance Sheet showing asset/liabilities, and Financial Statement showing
profit/loss.
 it is required to respect all tax law requirement (tax payments, tax return and so on);
 It can hire personnel and consequently, it has all labor and social security obligations in respect
to personnel.
The SUBSIDIARY is an independent legal entity and is completely separate from the foreign
holding company. So, in this case every act or contract made by it does not affect the holding
company business.
The subsidiary is subject to all accounting, tax and social security requirements according to the
Italian Law.
In particular, to deposit the Financial Statement and the Notes to the Accounts to the
Chamber of Commerce within 30 days after its approval by the shareholders.
Furthermore, a Board of Director is usually required and, if some conditions are met, it is
necessary to appoint also an Auditor.
Foreign Holding company
SUBSIDIARY
INDIPENDENT COMPANY - Italian law provides various legal forms of companies, in particular:
INDEPENDENT
COMPANY
 Individual companies, i.e. those that consist of a single individual who has unlimited
responsibility of all personal assets and obligations of the company.
 Collective undertakings, i.e. those consisting of two or more persons, which in turn are divided
depending on whether the shareholders or the capital contributed prevail, in:
Partnership Companies
Corporate Companies
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General rules for a new business
Types of personal & corporate companies
(2013)
Characteristics
Limited liability
company (S.r.l.)
Sole-holder S.r.l.
(S.u.r.l.)
Simplified limited
liability company
(S.r.l.s.)
Joint stock company
(S.p.A.)
Sole-holder S.p.A.
(S.u.p.A.)
Holders
requirements
Individuals or
corporations
Individuals or
corporations
Only individuals
Individuals or
corporations
Individuals or
corporations
Minimum € 10.000,00
divided in quotas.
When the company is
Share capital formed, at least 25% of
share capital must be
paid in and deposited
in a bank account.
Minimum € 10.000,00
divided in quotas.
When the company is
formed, total amount
of capital must be paid
and deposited in a
bank account.
From € 1 to € 9.999,99
divided in quotas.
When the company is
formed, the total
amount of capital
must be paid and
deposited in a bank
accounty.
Individuals or
corporation as
Management indicated in the bylaws or choosen
between quotaholders
Individuals or
corporation as
indicated in the bylaws
Free, except for
limitations stipulated
in the instrument of
incorporation
Individuals or
corporation as
indicated in the bylaws or choosen
between shareholders
Individuals or
corporation as
indicated in the bylaws
It is provided a specific
list of this kind of
companies at the local
Register of Businesses.
Registration in Register
of Businesses at the
local Chamber of
Commerce gives the
company legal
personality.
Registration in Register
of Businesses at the
local Chamber of
Commerce gives the
company legal
personality.
Registration in Register
of Businesses at the
local Chamber of
Commerce gives the
company legal
personality. It requires
more details than the
other companies.
Registration in Register
Registration in Register of Businesses at the
of Businesses at the
local Chamber of
Registration in
local Chamber of
Commerce gives the
the Business
Commerce gives the
company legal
Registry
company legal
personality. It requires
personality.
more details than the
other companies.
Minimum € 120.000
divided in shares.
When the company is
formed, at least 25% of
share capital must paid
and deposited in a
bank account.
Minimum € 120.000
divided in shares.
When the company is
formed, the total
amount of capital
must be paid and
deposited in a bank
account.
Source: KPMG
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General rules for a new business
Costs for personal & corporate companies
Costs/type of company
S.r.l./S.u.r.l.
Notary fees
Registration fee
Stamp Duty
Chamber fees
Registration at
Costs/type of company Registry of Businesses Administrative fees
Economic
administrative index
Administrative fees
Registration at Registry of Businesses
Licence taxes
Authentification
Accounting records
Management costs
Total
S.r.l.s
S.p.a
S.a.p.a.
€ 168,00
€ 2,500 € 3,000.00
€ 168,00
€ 2,500 € 3,000.00
€ 168,00
€ 65,00
Exempt
€ 65,00
€ 65,00
€ 90,00
Exempt
€ 90,00
€ 90,00
€ 30,00
€ 30,00
€ 30,00
€ 30,00
€ 200,00
€ 200,00
€ 200,00
€ 200,00
€ 309.87 per year
(capital less than
€ 516,456.87)
€ 309.87 per year
(capital less than
€ 516,456.87)
€ 309.87 per year
(capital less than
€ 516,456.87)
€ 309.87 per year
(capital less than
€ 516,456.87)
€ 516.46 per year if
capital is more than
€ 516,456.87
Exempt
€ 516.46 a year if
€ 516.46 a year if
n.a. capital is more than capital is more than
€ 516,456.87
€ 516,456.87
€ 14.62 every 100
pag.
€ 14.62 every 100
pag.
€ 14.62 every 100
pag.
€ 14.62 every 100
pag.
Administrative fees
€ 25,00
€ 25,00
€ 25,00
€ 25,00
Administrative fees
€ 63,00
€ 63,00
€ 63,00
€ 63,00
Stamp Duty
€ 65,00
€ 65,00
€ 65,00
€ 65,00
Stamp Duty
Annual budget and list
of members
€ 1,500 € 2,000.00
€ 168,00
(2013)
From € 2,530 to
€ 3,237,08
Approx. € 875.49
From € 3,530.49 to
€ 4,237.08
From € 3,530.49 to
€ 4,237.08
Source: KPMG
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General rules for a new business
Corporate income tax (2013)
Italian taxation System
The “Corporate income tax” (called IRES) is
levied on resident and non resident companies
in Italy and its rate is 27.5%.
A company is considered as resident in Italy if
its legal office, place of effective management or
main business purpose is in Italy for the
greater part of the financial year (at least 183
days).
CIT rate
PIT rates
VAT rates
Anti-avoidance
27.5% (IRES)
3.9% (IRAP)
progressive:
top rate 43% over €75,000
22%, 10%, 4%
CFC rules - TP rules –
Earn stripping rule
Source: KPMG
Resident taxpayers are subject to CIT on their world-wide income, while non-resident companies are
subject to CIT only on income derived from Italy.
All income derived by companies subject to CIT is considered business income. The taxable base is the
worldwide income shown in the profit and loss account prepared for the financial year according to
company law rules, and adjusted according to tax law provisions. Exempt income and income subject
to a final withholding tax are not considered in determining taxable income.
Taxable base is generally determined on the accrual basis with certain exceptions (e.g. for dividends and
directors' fees). As a general rule, costs and expenses may be deducted only if they are incurred for
the production of income.
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General rules for a new business
Administration
The tax year for CIT purposes is the financial year of the company, as determined by law or articles of
incorporation. If the financial year is not so determined the tax year is the calendar year.
The system is based on self-assessment. Companies must file their IRES and IRAP return
electronically within 9 months of the end of the financial year. VAT return is also required, and it can be
file directly in the IRES tax return or in a separate form.
IRES and IRAP are normally paid as two advance payments for the current tax year, based on the tax
paid for the previous tax year. The balance is paid within 6 months from the end of the financial year.
If the balance is a credit, it may either be carried forward or refunded.
If there is uncertainty regarding the correct interpretation of tax provisions, a taxpayer may obtain a
private ruling by filing a written request with the Tax Authorities. The tax authorities must issue a
written and reasoned reply within 120 days. A reply is only binding on the tax authorities for the case
presented and in respect of the requesting taxpayer. If no reply is given within 120 days, it is assumed
that the tax authorities agree with the interpretation of, or the tax treatment proposed by, the requesting
taxpayer and no penalties can be applied.
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General rules for a new business
International aspects
Italy is a member of OECD and European Union.
Further, Italy has concluded lots of Treaty relief from double
taxation with more than 100 Countries in the world. The
double taxation treaties concluded by Italy normally provide
for the avoidance of double taxation in accordance with the
OECD Model.
The general method for avoiding double taxation is the credit
method.
Domestic rates
DTT Italy France
Dividend
20%
15%
Interest
20%
15%
22.5-30%
0-10%
For payments of dividends, interests and royalties to non
resident companies, Italy applies a withholding tax.
However, if the domestic tax rate is higher than DTT rates, the
last one is applicable. In the following table it is summarized
the treatment of WHT according domestic rules and DTT with
France.
Royalties
Source: KPMG
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General rules for a new business
EU Directives
As member of EU, Italy has agreed to the European Directive regarding:
 Parent-Subsidiary Directive,
 Interest + Royalties Directive
 Merger and acquisition Directive.
According to the Parent-Subsidiary Directive, dividend distributed by a company to its holding
resident in EU are exempt from withholding tax (WHT) if some conditions are met. Otherwise, a
reduction is still applicable (1,375%).
According to the Interest and Royalties Directive, interest and royalties paid by a company to its
holding resident in EU are exempt from WHT if some conditions are met. Otherwise, standard rates
are applicable.
According to the Merger and acquisition Directive, merger and acquisition involving EU
companies are neutral from a tax point of view.
The option for Worldwide Consolidation may be exercised by a resident controlling company if
some conditions are met.
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General rules for a new business
Transfer pricing regime
The European and Italian legislation provides that the intra-group transactions have to be carried out at
their market value.
Tax Authorities can verify that this rule is respected: this is an anti-avoidance legislation that contrast
the elusive transfers of income in Countries with favorable tax regime than Italy (so called Tax
Heaven).
If taxpayers have specific documents required by law, there is a premium regime that consists in to a
“non-application of penalties” in case of tax assessment.
The documents required are:
 Master-file, which contains information about the group;
 National documentation (or Country file) that shows information about the resident enterprise,
and provides all the information required by law to demonstrate the correct application of prices
charged in transactions within the Group.
The possession of this documentation must be indicated in the tax return of the Company.
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General rules for a new business
Other rules
International Ruling
 The International Ruling can be applied to ensure legal certainty and transparency in the
relationship between Tax Authorities and companies by reducing the risk of international double
taxation.
 It is applicable for matter regarding WHT on dividends, interest , royalties and Transfer Pricing
assessments.
MAP procedure
 Mutual Agreement Procedures (or MAP), represents a solution for the international disputes.
The MAP is based on the cooperation between the Tax authorities of two or more States.
 This procedure is applicable only on topics related to transfer pricing regulations and guarantee
the definition of the assessment in all Countries involved.
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business friendly
environment
Business friendly environment
General Rules
Companies that operate in Tuscany can obtain
incentives at local & national level, as well at
European level.
Small Medium and Big companies
Employees Total income (€)
Total assets (€)
EU established strict rules in relation to incentives
provided by the States to companies, in order to
guarantee the fair competition in the Union.
Micro
< 10
< 2 mln
or
< 2 mln
Small
< 50
< 10 mln
or
< 10 mln
However, micro, small and medium companies
can benefit of the “De minimis regime”, through
which incentives and aids up to € 200.000 (in a
period of three years) are not subject to the
mentioned specific rules.
Medium < 250
< 50 mln
or
< 43 mln
Big
> 50 mln
or
> 43 mln
> 250
Source: KPMG
Incentives areas
Small and Medium
companies
Big companies
Start up
R&D



Training/Employment Environment Internationalization




Financial


Source: KPMG
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Business friendly environment
Aid to the Economic Growth (A.C.E.)
The Aid to Economic Growth (A.C.E.) is a fiscal
benefit.
It is a deduction for the taxable income in relation to
the equity invested in the company.
The beneficiaries are all the companies that
increase the net equity with cash capital or with profit
retaining (i.e. no dividends are distribute to the
shareholders.
It’s provided for all kind of companies including the
permanent establishment of non resident entity.
Start-up company incorporated in the FY 2012
Calculation - Example
Net Equity
Dec. 31st 2012
Ammount (€)
Share Capital
€ 3.000.000
Cash
Increases
€ 1.200.000
Kind
€ 1.800.000
€126.000Increases
(€ 4.200.000*3%) will be considered as
deduction by the total taxable income. The fiscal
benefit will be equal to €34.650 (€126.000 x 27,5%)
Source: KPMG
For start-up companies all the share capital is considered as an increase.
The deduction is calculated as a percentage applied on equity invested during the financial year. The rate
applied during 2012 and 2013 was equal to 3%, while for 2014 the rate is equal to 4%.
The rate is annually established by the Italian law and may change from 2015.
The deduction is applicable to the total net income of the company. However, the company can not have a
loss due to this deduction.
If the deduction is higher than the taxable income, the surplus can be carry forward for the next years.
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Business friendly environment
Tax credit for high qualified personnel
To contain salary expenses, a company could benefit of a TAX CREDIT provided for all companies hiring
highly qualified personnel in possession of the following academic requirements titles achieved in
scientific and technical sphere:
 PhD degree obtained at an Italian or foreign faculty (if equivalent);
 Master’s degree.
The staff must be hired by a “permanent contract” and must be involved in one of the following activities:
 experimental or theoretical work aimed for the acquisition of new knowledge;
 planned research or critical investigation aimed to acquire new knowledge for new products,
processes or services or to improve the existing;
 acquisition, combination, structuring and use of existing knowledge and capacity of scientific,
technological and commercial;
 realization of commercial prototypes and pilot projects.
The credit is 35% of the costs incurred for employees including social security contributions and tax
burdens, up to € 200.000 for each company.
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Business friendly environment
Incentives for patents and industrial models
Steico could also benefit of special funding for new patents and industrial models.
In particolar of:
PREMIUM AND INCENTIVES FOR PATENTS:
• Premium for the registration of Patents applying up to € 30,000.
• Incentives for improvement the economic valorization of the patents, up to 80% of the related
costs for a maximum of € 70,000.
PREMIUM AND INCENTIVES FOR INDUSTRIAL MODELS:
• Premium for the registration industrial models applying up to € 4,000.
• Incentives for improvement the economic valorization of the industrial models, up to 80% of the
related costs for a maximum of € 60,000.
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