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Italy

Opening Up Shop Italy

1. Introduction

The Italian labour law system has traditionally been known to be quite rigid and complicated, granting employees relatively high standards of rights, which could somehow discourage foreign companies from expanding into Italy. But if you know the rules, the game becomes simple and safe: Zambelli & Partners is able to provide the right know-how and professional support to help you face such difficulties.

The brief summary below on the essential labour and employment law as well as corporate law requirements is aimed to offer your company a first overview of the legal framework for opening up a shop or running a business in Italy.

Zambelli & Partners, with its office in Milan, has over 35 years of experience in employment law, industrial relations and related litigation, as well as an in-depth knowledge of the legislative and regulatory system governing employment relationships. The team is made up of professionals with proven judicial experience and a high awareness of the complex Italian legislation, also in the frame of European Union law: as a consultant to industrial, banking, financial and commercial companies and multinational corporate groups, the firm offers ongoing assistance nationwide, providing its clients with strategic advice, assisting them in the daily management and in the resolution of any disputes at national level. The team has successfully dealt with many legal disputes relating to all employment and labour law issues and has managed hundreds of corporate restructuring processes in all sectors of the Italian economy.

2. Labour and Employment Law Requirements

a) Employer Policy Requirements

Employers are allowed to create and implement policies in order to cover a large number of issues, the main of which regard:

  • health and safety at the workplace;
  • travel expenses and conditions for reimbursement;
  • applications for holidays and leaves of absence;
  • use of company IT equipment, to cover employees’ use of computers and telephones, internet, social media, etc.;
  • use of company car;
  • prevention of harassment and bullying;
  • whistleblowing;
  • anti-bribery and anti-corruption;
  • data protection and data security.

Even if it is not a policy itself, many employers put all the foregoing policies and procedures within a unified employee “handbook” that contains all the information every employee should follow during the employment relationship.

Starting from 1 January 2022, the Italian law has introduced the “certification of sex equality” which is a document aimed at certifying the policies and concrete measures adopted by employers to reduce the gender gap in relation to growth opportunities in the company, the equal pay for equal tasks, policies for the management of sex differences and maternity protection.

Zambelli & Partners is able to assist you in drafting these documents tailored to your business or adapting your own pre-existing ones to Italian employment law.

b) Employee Training Requirements

Employers are required to complete certain training activities. The following is statutorily mandated training that employers must provide to be compliant with the general obligation to adopt all measures which, in light of the specific type of business activity performed, past experience, and techniques used, are necessary to safeguard the psychological and physical integrity of the employees:

  • ensure that all employees complete basic health and safety awareness training;
  • if the workplace contains hazardous material or the business is carried out in specific sectors, employees must receive appropriate training and instruction;
  • provide employees with training and information in case of job changes and/or introduction of new work tools/technologies.

c) Employment Agreements

As a general rule, the employment contract does not need to be concluded in writing. However, if the employment contract is entered into orally, it will be considered to be full-time, for an indefinite term and without any trial period.

A written contract is expressly required by the law to validly create certain types of employment relationships or covenants (e.g., fixed-term employment contracts having a term exceeding twelve days, post-employment covenants not to compete, trial-period clauses, agreements with temporary workers).

Regardless the fact that the employment contract is concluded in writing or not, according to recent Legislative Decree no. 104/2022 no later than 7 days from the commencement of the working activity the employer must deliver to the employee a document in which the main terms and conditions of the employment are indicated, such as:

  • the identification of the parties;
  • the place of work;
  • the employer’s registered office or domicile;
  • the employee’s category, contractual level and job position or, alternatively, a brief description of the duties;
  • starting date of the employment relationship;
  • the typology of the employment relationship and, in case of a fixed-term contract, its duration;
  • the duration of the trial period, if agreed;
  • the employee’s right to receive training from the employer, if provided;
  • annual holidays and other paid leaves to which the employee is entitled;
  • procedure, form and length of the notice in case of termination served from both the employer and the employee;
  • the employee’s initial itemised remuneration, its items and terms/methods of payment;
  • the scheduling of normal working hours and the any conditions relating to overtime work and its remuneration;
  • the collective agreement, even at company level, applied to the employment relationship and the indication of the parties who signed it;
  • information about the use of decision-making or automated monitoring deployed to provide information relevant for the purposes of recruitment, the management or termination of the employment relationship, the assignment of tasks or duties as well as indications incident to the supervision, evaluation, performance and fulfilment of the contractual obligations of the workers.

3. Corporate Law Requirements

a) Compliance for Incorporation

In Italy, companies are usually incorporated under the form of an S.p.A.- (Società per Azioni – joint stock company) or of an S.r.l. (Società a responsibilità limitata – limited liability company).

In both cases, the Articles of Incorporation and Bylaws must be drawn up by public deed and must have the following main content:

  1. the company name and the address of the registered office;
  2. the corporate business;
  3. the amount of capitalisation;
  4. the number of shares (S.p.A.) or the participation of each quotaholder (S.r.l.);
  5. the management system adopted, the number of directors (or the sole director) and their respective powers;
  6. the duration of the company.

As far as the capitalisation is concerned, the S.p.A. has a minimum capital of € 50,000. An amount not inferior to the 25% of the share capital of the company must be immediately deposited in a bank, but if the S.p.A. is incorporated by a single shareholder, this latter must deposit the entire amount of the share capital.

Differently, the S.r.l. has a minimum capital of € 10,000, and the same rules as for S.p.A. apply for its payment.

It is worth mentioning the possibility to incorporate a S.r.l.s., which is a company similar to the S.r.l. but whose capital may be in the range between € 1 and maximum € 10.000: in this case, the 100% of the capital must be immediately paid in cash.

If the incorporators want to act through representatives, a power of attorney must be issued by each of the incorporators and it must:

  • be in Italian;
  • be notarised by a public Notary;
  • be apostilled.

The Director(s) may be foreign citizen(s) residing abroad.

In the event that a Board of Directors is set forth by the Articles of Incorporation, it is usual to appoint a Managing Director whom wide powers are assigned to.

Italian Law requires the appointment of a Board of Auditors in case of incorporation of a S.p.A., while for the S.r.l. its appointment is necessary only in the cases specified by Section 2477, paragraph 2, of the Italian Civil Code.

b) Post Incorporation Registrations

Within 10 days from the receipt of the public deed by the public Notary and after having obtained the Fiscal Code and the VAT number, the Articles of Incorporation and the Bylaws must be deposited in the Italian Chamber of Commerce.

Thereafter, a notice of commencement of the activity has to be communicated to the competent bodies (which vary depending on the industry in which the company operates).

4. Payroll and Benefits Providers

Italian companies usually outsource payroll and benefit responsibilities to external providers specialised in these areas. Nevertheless, big companies may have their own internal payroll teams. Depending on the circumstances, we would be glad to recommend you our trustee payroll providers.

Any questions

Ask our member firm Zambelli & Partners in Italy