The establishment of branch offices in Italy is part of the cd secondary right of establishment, described above, and is subject to the rules and principles set out above.

Operationally, it should be recalled that the company is subject – even under Article. 48 of the EC Treaty, the law of the State in which it is legally constituted, and that this right shall include procedures and the relevant bodies (assembly, administrative or otherwise) for the establishment of the branch.

Article. 2506 of the Civil Code and Article 101 quater of the related implementing rules, however, require the registration in the commercial register of the Italian branch of a foreign company, and to this end the Act to be in the form of a public or private deed; Furthermore, the act – whether received or authenticated abroad – possibly equipped with apostille, under the Hague Convention of 5 October 1961 (unless there is a convention of total relief from legalization), and accompanied by a sworn translation (as prescribed by art. 101-ter of the implementing provisions of the Civil Code) must be filed in the records of a notary or notary archive Italian, pursuant to art. 106, n. 4 of Law February 16, 1913 n. 89; under the single article of the law March 13, 1980 n. 73, as amended by art. 6 of Legislative Decree no. December 29, 1992 n. 516, the deadline for registration of that Act in the register of Italian companies starts from the date of the deposit notary in question, but may not exceed forty-five days from the drawing up of the same abroad.

The advertising of branches of Community companies is governed, in addition to the terms listed above, the Eleventh Directive 89/666 / EEC of 21 December 1989.

In particular, the art. 2 of the directive governing the subject of advertising, which concerns only the acts and the following information:

the address of the branch;
the indication of the activities of the branch;
the register of companies at which the company is examining the case, and the registration number of the company in that register;
the name and type of the company; the name of the branch if it does not correspond to that of the company;
the appointment, termination of office, of the persons who have the power to bind the company towards third parties and in legal proceedings (in particular, provided the
scope of the powers of the permanent representatives of the company for the operations of the branch);
the dissolution of the company, the appointment, the liquidators and their powers, and the closure of the liquidation in accordance with disclosure by the company (and the procedures of bankruptcy and insolvency);
accounting records;
the closure of the branch;

the Member State in which the branch was created may provide for the disclosure of the signing of the representatives of the company at the branch, as well as the memorandum of association and articles of association, an attestation from the register of companies on the existence of the company, of the securities on the company’s property situated in that Member State.

Under Article. 101-quater of the implementing provisions of the Civil Code, Community companies that establish a branch office in Italy can meet the requirement of publicity of incorporation, articles of association and budgets by filing in the office of the register of companies of only one of branches, then depositing in other offices only certification dell’eseguita advertising. For the rest, the provisions contained in articles. 2506 of the Civil Code, and 101-ter of the related implementation: Proceed at each register of companies to advertising including the address of the branch, the indication of the same, the business register foreign University where executed advertising company, the name and type, any distinguished name of the branch, the appointment, termination of office and particulars of the persons who represent the company, with an indication of their powers; the dissolution of the company, the names and powers of liquidators, the existence of any bankruptcy proceedings. Where the elements are to be subject to advertising upon the establishment of the branch, do not result completely foreign Founding Act, the same can be integrated in the deposit under art. 106, n. 4, the notarial law.

Under Article. 2507 of the Civil Code, the liability of directors and general managers of the company is governed by Italian law; about the Court finds no conflict with EU principles, since, on the one hand, the provision applies to Italian citizens for those of any other Member State of the Community, and, secondly, that the rule does not appear limit or discourage in any way the right of establishment.

Also in accordance with art. 2507 of the Civil Code, the company is required to file documents in the register of social enterprises Italian, according to the rules laid down by Italian law for the corporation; to this end, the company must file its financial statements (and not only the financial statements of the branch), formed according to the rules of law governing the company. Under Article. 2506, paragraph 2, of the Civil Code, in case of discrepancy between the results of the commercial register of the Italian and foreign, the former shall prevail, even as regards the powers of administrators and representatives of the company; in their documents and correspondence of the branch should indicate both its reference in the register of foreign companies, both in the commercial register Italian.
 
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