Setting up a company
Setting up a company
Non-residents, through a deed executed before a notary, may also set up companies governed by San Marino law. Banking, trust and investment services must be authorised in advance by the regulatory authority, the Central Bank of the Republic of San Marino.
Types of entity
This is a generai partnership (società in nome collettivo -“Snc“). Only natural people can be members.
There are two types of corporations:
1) a limited liability company (società a responsabilità limitata – “Sri”) with minimum quota capital of €25,500;
2) a joint-stock company (società per azioni – “SpA”) with minimum share capital of €77,000.
These companies have legal personality, unlike private partnership.
Individuals and entities can both be members of corporations.
Both joint-stock companies and limited-liability companies can have a sole member.
Register of companies – Legal personality
The deed of incorporation, after registration with the tax registration office, must be written by the notary in the register of companies held at the Office of the Economies Activities. At this point the company acquires legal status.
In the case of both Srl and Spa, at least half of the initial quota and share capital must be paid up within 60 days of the date of registration. The rest must be paid up within three years of registration.
Corporate offices Governing body.
Srl and Spa can be managed by a sole director or by a board of directors, whose members can be residents or non-residents. lf they are non-residents, they must submit the certificates required by law for the purpose of criminal background checks.
Sole statutory auditor
This role is necessary in both an Spa and an Srl if one of the following conditions exists.
a) The quota/share capital is €77,000 or more.
b) For two consecutive years the revenue from sales of goods and services has exceeded €2 million.
The sole statutory auditor must actually be resident in the Republic of San Marino and be a registered auditor.
Board of statutory auditors (collegio sindacale)
For corporations, a board of statutory auditors is mandatory if revenues from sales of goods and services exceed €7.3 million for two consecutive years. The board must have three or five members (sindaci). At least two of them must be registered auditors; the others must be chartered accountants, lawyers admitted to the bar, or registered notaries. The majority of the members must actually reside in the Republic.
Companies that have an obligation to appoint a board of statutory auditors (collegio sindacale) may appoint a registered auditor of accounts (revisore) or audit firm to audit their accounts and financial statements. In this case, the board of statutory auditors has no responsibility for this function.
Only companies operating in the financial and banking sectors are obliged to appoint an audit firm.
AII businesses must apply for an operating license, issued online by the Office of Economic Activities, upon the payment of a fee of €1,700, which assigns a “trader code” formed by the letters “SM” and five figures. Each business must pay a license fee of €650 a year.
The operating license is immediately issued with the presentation of self-certifications and substitutive declarations and the business can start to operate.
Within 180 days of obtaining their operating license, companies must provide all the papers needed to start production and must meet all health and safety requirements.
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