Startup, a gift is the latest act of the Draghi government

Startup, a gift is the latest act of the Draghi government


Online establishment of startups: final act. With a backlash, the now former government led by Mario Draghi has published the statute models for limited liability companies (usually the legal form most used by startups) and for simplified limited liability companies, the use of which will allow to reduce by half the fee due to the notary for the online constitution.

The models were published in the Official Gazette on Friday 21 October (decree 155 of 2022), the last day of Giancarlo Giorgetti Minister of Economic Development, but with about 8 months delay compared to the deadline set by law (the delegated decree 183 of 2021). The new models can be used starting from 5 November next. followed the entire political-institutional affair, which took place between the last three governments, characterized by a tug-of-war between notaries, jealous of their certification prerogatives on the establishment of companies also online, and the economic representatives of companies and startups, who would have wanted a change of pace in the name of simplification and cost reduction, bringing Italy closer to the rest of the European countries.

The traditional Italian system, in fact, could weigh on the startup even three times the initial costs compared to the European average. “We go from an average notary cost of around 1,500 euros to a new maximum amount of 400 euros for simpler companies. It was news that the ecosystem of Italian innovation had been waiting for a long time - comments Giovanni Toffoletto, co-founder and CEO of, the startup that offers a 100% online service to open and manage new businesses in Italy -. We are finally starting to approach the international standard in terms of cost and time to open a new company. Customers prefer to set up online because they can open quickly and directly from home - both in Italy and from abroad - without having to physically go to the notary, with significantly reduced costs. "

The government is still scrambling for rules to open a startup online The Council of State suspends the scheme of the Ministry of Economic Development to define the standard models for the statute of innovative companies. The umpteenth slip

What the ministerial decree provides

The decree in the Gazzetta specifies that the constitution can take place online via videoconference using the telematic platform prepared and managed by the National Council of Notaries. The deeds of incorporation can be drawn up using the standard models: srl or simplified srl.

Each Chamber of Commerce must publish the models on its institutional website, also in English. The notary who has received the deed of incorporation must deposit it at the competent business register office. And if standard models are used, the remuneration for the notary must not exceed half of that provided for in Table C - Notaries, contained in the decree of the Minister of Justice 142 of 20 July 2012.

Like Italy is complicating the processes to open a startup The deadline for the approval of the statute models for the online constitution has expired since February. The Ministry of Economic Development prepared a text and submitted it to the other ministries. Costs are also rising

The quality of the new statute models

The first question that arises is whether it was really worth waiting all these months to get the new models, given that both the model for the srl were already in force. / innovative startups provided for by the ministerial decree of 28 October 2016, and the model 138, compulsorily provided for by the civil code for simplified srl (article 2463), in implementation of law decree 1 of 2012 (not surprisingly the "liberalization" decree) and adopted with inter-ministerial decree 138 of 2012.

“The Mise has chosen to take up the clauses of the previous ministerial statutes, which have already been used by thousands of companies established online. The use of standard statutes - continues Toffoletto - allows notaries to be more efficient and founding members to save in the critical phase of the birth of a new project. It is an important step forward because it further confirms the new way of opening a company introduced in December 2021 and which is not yet well known ".

A guide for the online incorporation of companies We pass from the notary, through the national platform, but the videoconference modalities offer advantages and savings. Here's how to proceed

Doubts about costs

Reading the rules does not facilitate the composition of the puzzle for simplified srl. The primary legislation provides that their constitution is free (see Law Decree 1 of 2012 as converted), but the new ministerial decree does not distinguish between the two models when it specifies the application of halved notary fees in the event of online constitution and adoption of the standard statute model. within the same model. What lies behind this inconsistency is difficult to understand; however, the interpretative gap remains.

Thus ends the odis sea ​​on the digital constitution of innovative startups, which began in 2016 with an appeal to the Lazio TAR of the National Council of Notaries, for the cancellation of the Mise decree of 17 February 2016, which allowed the establishment of innovative startups without a prior notarial public deed and in free way. In March 2021 the Council of State, with sentence 2643, rejected the online and free constitution of innovative startups, declaring the rule null and void.

A startup challenges notaries on the online constitution of startups After the parliamentary halls, the game moves to the market. The new service tries to summarize the Italian rules and the needs of innovative companies

In conclusion

The online constitution of startups remains the exclusive of notaries, who manage (but without any mandatory prescription) the procedure through a platform made available and managed by the National Council of Notaries. Startups wishing to establish themselves as a srl ​​or a simplified srl can do so online, using the statute models and paying half of the notary fees (of an amount linked to the amount of the paid-in capital).

The models mostly recall the "old" models, except for some elimination of more sophisticated clauses. However, any deviation from the model will lead to a return to ordinary rates.

For simplified srl, the question arises whether it is free or not, given the literal contrast between primary and regulatory legislation. The absurdity would be that the simplified srl established offline are free and the online ones are paid, albeit for half. All is well that ends well. At least for now.

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