According to the recent innovation of Italian immigration law, one of the way to obtain an “investor visa” is to invest a sum of either 500,000.00 or 1,000,000.00 euro, respectively, in an Italian startup or in an ordinary corporation.
There are two ways to realise this investment: either by subscribing a capital increase or by purchasing existing shares from shareholders for an equivalent value.

Capital increases are decided by the shareholders’ meeting of the targeted corporation. In this instance, shareholders will have to approve also the decision to offer the increase to an external third party, renouncing to their right of first refusal. The shareholders’ meeting must be put into writing by a notary, who records the decisions and also records the purchase of the new shares by the investor. The decision is immediately valid but its effects toward the public will be produced only after the deed is recorded in the Business Register.

Transfer of shares or capital also usually takes place in front of a notary. Only for transfer of shares regarding limited liability corporations, the parties can choose to opt for an accountant to formalise the transfer. Even in this situation, the transfer is immediately between the parties but its effects on the public and the corporation will be produced only after the deed is recorded in the Business Register.

The subscription of corporations’ capital must be paid immediately in full or at least for the 25% of the total sum if the payment is made in cash. In this instance, administrators of the corporation can ask the shareholder to pay the remaining sum at any moment, otherwise, they could be excluded by the corporation or their participation reduced. Payments for sums exceeding 3,000.00 euro must be traceable and be made either by bank transfer or a guaranteed check.

Shares of corporations are usually freely transferable but there are exceptions.

In the joint stock company, that are not listed in the stock exchange, the transfer is usually made through a share endorsement and is noted on the certificate. For limited liability companies, instead, shares are sold through an official deed of sale.

Statutes of limited liability companies can limit the transferability of shares, and limits contained therein are opposable to the buyers. However, statutes cannot exclude completely the transferability of shares, otherwise, the shareholder has a right to exit the company at any moment and to be reimbursed for their participation.

Limited liability companies often provide for “pre-emption clauses”, or clauses that require the remaining shareholders to approve the sale in order to make it valid for the corporation. The clause responds to the will of shareholders to control the change of the company’s social structure, avoiding the entrance of third parties that are not wanted.

Capital increases and transfers of shares also have convenient fiscal treatment. Differently from transfers of holdings, that are taxed in proportion to the value of the holding itself, capital increases and transfer of shares are subject to a fixed tax, regardless of their value.

Giulia Proietti

Giulia Proietti - Civil Law Notary

Civil Law Notary
Ph.D. in Business Law and Economics, US and Italian Attorney at Law; specialized in Commercial law, Real Estate, Trusts, Social Entrepreneurship, Non-Profit Organisations, and Benefit Corporation.
Has been counselling and assisting internationally start-ups and corporations for the last five years in Italy and in the US.
She is also the founder and President of Equoevento, the first organisation fighting food waste at events.