Regulations in favor of a startup in the Development Decree
The measures introduced for the first time in an Italian legislative framework for organic encourage the creation and growth of innovative enterprises (startup). These rules are consistent with the objectives of the National Reform Programme 2012 and with the development strategies of smart, sustainable and inclusive defined at European level. It will thus contribute to the spread of a culture of innovation and entrepreneurship, the promotion of social mobility, transparency and merit, to the creation of skilled jobs, especially for young people. For the startup, we immediately made available to approximately 200 million euro, including the funds allocated by the decree in the form of incentives and investment funds made available by the Italian Investment Fund of Deposits and Loans Fund. In the coming weeks, with a special ministerial decree, will be allocated additional resources for new firms in the South. The rule, when fully implemented, will commit € 110 million each year to encourage companies startup.
INNOVATIVE STARTUP INCUBATOR AND CERTIFICATE: WHAT ARE AND WHAT WE NEED
For the first time in the Italian introduces the definition and the specific requirements of innovative enterprise (startup).
In particular, these are the characteristics of the innovative startup:
• or the majority of the share capital and voting rights in the ordinary shareholders must be held by natural persons;
Or • the company must be established and operate for no more than forty-eight months;
• or must have its principal place of business and its interests in Italy;
• or the total value of the annual production, beginning in the second year of operation, must not exceed EUR 5 million;
• or you must not distribute or pay dividends;
• or which should have exclusive corporate purpose, the development and marketing of innovative products and services with high technological value;
• or should not have been formed to effect a merger, corporate split or as a result of the sale of company or business unit.
In addition, the startup must meet at least one of the following criteria: support in research and development expenses in an amount equal to or greater than 30 percent of the greater of the cost and value of production, employ highly qualified personnel for at least a third of its workforce; be the owner or licensee of an industrial related to their activity.
The standard also defines the incubator certificate of innovative startup companies, and qualified as a corporation incorporated under Italian law, or a Societas Europaea, a resident in Italy, which offers services to support the creation and development of innovative startups. The requirements that must have incubators are linked to the availability of material resources and skills to perform the tasks.
Finally, set up a special section of the Register of Enterprises with compulsory membership for innovative startups and incubators certified so as to ensure maximum publicity and transparency.
EXCEPTION TO THE CORPORATE LAW AND REDUCTION OF CHARGES FOR START
To allow a more flexible and more functional to the governance requirements of the typical startup, especially if incorporated as Srl, introduced the following faculties:
• Faculty or to extend the period of twelve months from cd "Carry forward" losses (by the end of the year following the end of the second year), and in cases of reduction below the legal minimum, to allow the postponement of the decision on the recapitalization by the end of the following year. During the first years of operation, there may be frequent episodes in which the losses affect the capital for more than a third because of the startup costs and initial investment, a more flexible management of the obligations of recapitalization can be very useful.
• Faculty of use or even for innovative startups incorporated as Srl institutions only allowed in SpA, in particular the free determination of the rights granted to shareholders, through the creation of classes of shares with or without voting rights or voting rights is not proportional to the participation, or the issuance of equity instruments.
• Faculty or to offer shares to the public in innovative startups incorporated as Srl, allowing easier access to capital regardless of the legal form chosen.
• Faculty of or exception to the absolute prohibition of transactions on their holdings if the transaction is carried out in implementation of incentive plans that provide for the grant of equity instruments to employees, contractors, members of the administrative or service work or services, including professional (work for stock options and equity).
They also reduced the charges for the launch of the innovative startup incubator and certified through the exemption from stamp duty and the secretariat for the registration to the Registrar of Companies, as well as the payment of the annual fee due in favor of Chambers of trade.
REMUNERATION OF FINANCIAL INSTRUMENTS WITH INNOVATIVE AND STARTUP incubator CERTIFICATE
Is introduced fiscal and contributory benefit for incentive plans based on the allocation of stocks, shares or similar securities to directors, employees, contractors and suppliers of innovative startups and business incubators certificates. The income resulting from the award of these securities or rights not contribute to the formation of the tax base, both for fiscal contributions. In this way is facilitated by direct participation in the business risk, for example through the granting of stock options to employees or to employees of a startup company.
EMPLOYEE IN INNOVATIVE STARTUP
Startups will benefit from appropriate contractual provisions to establish an employment relationship that we have greater operational flexibility, especially in the start-up phase of the business. Specifically, it will be possible to conclude fixed-term employment contracts with a duration ranging from a minimum of 6 months and a maximum of 36 months, with the option of renewal seamless, further extended once until the end of enforcement specific for Startups (ie, 48 months). After the expiry of the deadline, the employment relationship becomes indefinitely and it is expressly excluded that the collaboration will continue in other types of employment or in a "fictitious" self.
INVESTMENT INCENTIVES IN INNOVATIVE STARTUP
To strengthen the growth and the propensity to invest in innovative startup companies, it is essential to try to create an environment favorable to their development by increasing their ability to attract private capital, thanks to fiscal incentives. It was agreed, therefore, that for the years 2013, 2014 and 2015 are allowed to natural and legal persons respectively to deduct or deduct from their taxable income a portion of the amount invested in innovative startup companies, both directly and through specialized funds.
WIDESPREAD COLLECTION OF RISK CAPITAL THROUGH PORTALS ONLINE
Is introduced special rules for the collection of risk capital by business innovative startups through online portals, launching an innovative collection of widespread capital (crowdfunding). That supervision is entrusted to Consob, which is delegated to issue the secondary discipline in order to protect the investors other than professional. In particular, the discipline will have to ensure that a part of the offer should be signed by professional investors or other investors specializing in venture capital, as well as provide a mechanism for the protection of non-professional investors in the event that the controlling shareholders of the startup cede the their shares to a third party subsequently offer.
With regard to access to credit, startups can take advantage of the free and in a simplified manner Central Guarantee Fund for small and medium-sized enterprises, including through the provision of favorable conditions in terms of coverage and maximum sum secured.
Supporting the internationalization
Also is included innovative startup companies operating in Italy among those benefiting from the services provided by the ICE for the promotion abroad and the internationalization of Italian firms and the Italian Desk.
The provision regularly identifies these services: assistance on regulatory, corporate, tax, real estate, contracts and credit, hospitality free of charge to major trade fairs and international events, and activities aimed at encouraging the meeting of innovative startups with potential investors for the stages of early stage capital and expansion capital.
CRISIS MANAGEMENT enterprise STARTUP INNOVATIVE AND CONTROL ACTIVITIES
The project covers the phenomenon of corporate crisis of innovative startups, taking into account the high financial risk assumed by those who decide to do business by investing in activities with a high level of innovation. Given the high mortality rate of physiological startup you want to encourage the entrepreneur to take action as soon as possible of the failure of the program place-based initiative. The choice is to steal the startup insolvency procedures in force, providing for their subjection, exclusively, to the discipline of crisis management over-indebtedness, applicable to non-fallible that does not include the loss of capacity of the entrepreneur but mere segregation of assets intended for satisfaction of creditors.
To facilitate the launch of startup it is expected that, after the expiry of twelve months from registration in the Commercial Register of the decree of the opening of the liquidation procedure, the data relating to its partners are no longer accessible to the public but only to the court and the supervisory authorities.
To ensure the proper use of the facilities and compliance with the regulations established by decree on innovative startups, the Ministry of Economic Development can take advantage of the special unit of public spending and fraud crackdown Community of the Guardia di Finanza.
08/10/2012
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Translated via software
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Source:
Italian version of CercaGeometra.it