For a penny. The new company at 1 euro.

[:en]Talking a few days ago with young entrepreneurs, operating in the start-up sector, we wondered about the actual advantages that the introduction of the new 1 Euro company (SRLS - Società a Responsabilità Limitata Semplificata), introduced on 29.8.2012 by the Dm 138/2012.

To get a clearer idea of the features brought about by the new Art. 2463-bis of the Civil Code, it is recalled that:

• the company may be established by natural persons who have not completed their thirty-five years of age on the date of incorporation;
• the memorandum of association must be drawn up by public deed in accordance with the standard typed model;
• the share capital must be between 1 e 10.000 €, subscribed and fully paid up at the date of incorporation;
• the contribution must be made in money and be paid to the administrative body;
• the directors must be chosen from among the shareholders;
• the memorandum of association and entry in the commercial register are exempt from stamp and secretarial duties and no notary fees are payable (registration tax of € 168 and the annual fee to the Chamber of Commerce must therefore be paid).

Reading the regulatory text and also checking the comments of various blogs, law journals and newspapers, it can be seen that this form does indeed bring cost relief (no notary fees are due), but that it does not actually solve what are the real problems of entrepreneurs under 35, namely:

• preferential tax regimes;
• tools for facilitate access to financing bankers or subsidies state;

It is necessary to remember that the problem of social capital is in fact relative, suffice it to say that the 10 thousand euro of capital required to set up a normal limited company, do not remain frozen in the bank, but may be used by members. In fact, once established, the sum is actually paid into the company's account and can be used to buy machinery, computers, pay salaries and suppliers, register trademarks and so on. Furthermore, if there are at least two partners, it is sufficient to pay EUR 2,500, a sum that can in turn be used for the fulfilments just mentioned.

In addition to this, the costs for starting up a company will always have to be borne by the young entrepreneurs, who, no matter how lean and light the company may be, will still need to invest a few thousand euros to operate it (computers, machinery, suppliers, etc.).

Lastly, it is noted that the memorandum of association, having to be drafted in accordance with the standard typed model, is, according to a first reading of the provision, not subject to any variation. This feature, which certainly makes it possible to avoid notary fees, is in fact a limitation that is by no means negligible. Suffice it to say, in fact, that such standardisation would make it impossible for the company's managing partners to activate all the options that the law allows in the articles of association of an LLC. These include:

the power to grant special rights to shareholders;

• the possibility of agreeing on clauses concerning the transfer of shares in the capital (such as non-transferability, pre-emption, approval, clause disposing of the share in the event of the death of the shareholder, co-sale clause, etc.);
• the possibility of agreeing on causes of termination other than those provided for by law;
• the possibility of stipulating grounds for exclusion from the company;
• the provision, in the case of more than one director, of forms of administration other than the BoD;
• the possibility of providing for a longer deadline for the approval of the budget than the statutory one;
• the possibility of providing for forms of decision-making by the shareholders other than the general meeting;
• the possibility of giving shareholders the competence to decide on matters other than those attributed to shareholders by law;
• the possibility of providing for meeting quorums other than those prescribed by law.

It will certainly be interesting to see how this instrument will be used by new entrepreneurs and to see if this means is an effective incentive for new entrepreneurship.

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