The requirements to start (or become) an innovative start-up

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The requirements to start (or become) an innovative start-up

The requirements to start (or become) an innovative start-up

In the article “How to create a start-up company in Italy?” we have defined a start-up as a company established for less than 5 years, which envisages a new business model compared to the one already on the market.

We also highlighted how only thanks to an effective business strategy, long-term financial sustainability and expert consultants at its side, a start-up will be able to overcome the obstacles and possible failures it will encounter along the way.

But what are the essential formal requirements that a company must possess to become an innovative start-up in Italy? What is the bureaucratic procedure to follow to start a start-up? Can an already established company turn into an innovative start-up?

The requirements of an innovative start-up

The innovative start-up is a new type of joint-stock company, also in a cooperative form, provided for by art. 25, 2nd paragraph, of the Italian Law Decree n. 179 of 2012.

This article expressly indicates the requirements that any company (yet to be established or already established) must possess to legally become an “innovative start-up” and be registered in the special register at the Chambers of Commerce.

An innovative start-up is such if it meets the following objective requirements:

  • is a new or established company for no more than 60 months (5 years);
  • has its headquarters in Italy, or in another country of the European Economic Area (EEA), but always with a production site or branch in Italy;
  • has an annual turnover of less than 5 million euros;
  • does not distribute and has not distributed profits;
  • it is not listed on a regulated market or on a multilateral trading platform;
  • is not the result of a merger, spin-off or sale of a business unit;
  • has as its exclusive or prevalent corporate purpose the development, production and marketing of a product or service with a high technological value.

Finally, he must possess at least 1 of the following 3 subjective requirements, alternative to each other:

  1. must incur expenses in research, development and innovation equal to at least 15% of the higher value between turnover and cost of production.
    Admitted expenses include those relating to pre-competitive and competitive development, such as:
    • experimentation, prototyping and development of the business plan;
    • incubation services provided by certified incubators;
    • legal fees for the registration and protection of intellectual property, terms and licenses of use.
  2. It must employ highly qualified personnel (at least 1/3 among research doctors, doctoral students or researchers, or at least 2/3 with master’s degrees).
  3. Must be the owner or licensee of at least one patent or owner of a registered software.

In addition to the requirements listed above, a company can also become an innovative start-up with a social vocation if it operates exclusively in the following sectors: social assistance; health care; health and social assistance; education, instruction and training; protection of the environment and the ecosystem; enhancement of cultural heritage; social tourism; university and postgraduate training; research and provision of cultural services; extra-curricular training, aimed at preventing early school leaving and academic and educational success; instrumental services to social enterprises.

The objective and subjective requirements referred to above must exist at the time of incorporation of the company (or of the application for registration of a company already incorporated in the special register) and be maintained over time, to maintain the status of an innovative start-up over time.

The simplified and free procedure to set up an innovative start-up

If an entrepreneur wants to set up an innovative start-up, he can do it in two ways:

  1. following the ordinary procedure, by means of a public deed prepared by the notary, who will communicate the constitution to the territorially competent Chamber of Commerce and request registration with the special register of innovative start-ups;
  2. through the simplified procedure, valid only for limited liability companies, which provides for the online compilation, on the portal https://startup.registroimprese.it/isin/home, of a standard typed and customizable model of the deed of incorporation and statute, as established by the MISE Decree of February 17, 2016.
    • This procedure is partially free (only the payment of € 200.00 is required for the tax registration of the deed of incorporation) and does not require the intervention of the notary, but only the PEC of the company and the digital signature of all the shareholders (for identity recognition). It also allows the latter to change the statute at any time, directly online.
    • After having digitally signed them and registered with the Revenue Agency (with form 69), the deed of incorporation and the articles of association must be submitted within 20 days (via “Comunicazione Unica“) together with all other documents (cashier’s checks, any business plan, etc.) to the territorially competent chamber of commerce (CCIAA), which is simultaneously requested to register in the register of innovative start-ups.
    • The Chamber of Commerce proceeds with the registration:
      • provisional in the ordinary section of the Business Register, with the additional wording “startup established pursuant to art. 4, paragraph 10-bis, of the decree law 24 January 2015, n. 3, provisionally registered in the ordinary section, currently being registered in the special section“, within 10 days from the date of the protocol;
      • definitive in the register of innovative start-ups, after having carried out all the legal checks, and upon the creation of a company details sheet on the portal https://startup.registroimprese.it/isin/home
    • The start-up must communicate to the Register of Companies every year, within 30 days from the approval of the financial statements – and in any case within six months from the end of each reference year – that it possesses the legal requirements to retain the start -up innovative, under penalty of revocation.

However, the simplified procedure was temporarily suspended by the MISE, following the sentence of the Council of State no. 2643 of 03/29/2021 which deemed it illegitimate, as it is in contrast with the provisions of art. 4 of the D.L. No. 3/2015 and by art. 24 of the Digital Administration Code.

Therefore, at the moment, it will be necessary to follow the ordinary procedure also for the establishment of the S.r.l., by contacting the notary.

The simplified procedure to become an innovative start-up

Even a company already started less than 5 years can become an innovative start-up and obtain registration in the special register, at no cost.

To do this, the legal representative must:

  1. send a specific online application, through “Comunicazione Uncia”, to the territorially competent Chamber of Commerce, attaching a digitally signed form (click here to download it) in which you certify the possession of all the legal requirements to become an innovative start-up (indicated in the first chapter).
  2. wait for the positive outcome of the checks (or the request for document integration) by the territorially competent Chamber of Commerce;
  3. communicate every year to the Register of Companies, within 30 days from the approval of the financial statements – and in any case within six months from the end of each financial year – that it possesses the legal requirements to maintain the status of innovative start-up, under penalty of the revocation.

The importance of legal and tax support

As already written in the previous chapter “How to create a start-up company in Italy?“, the initial phase of constitution is crucial for the fate of an innovative start-up.

For this reason, we advise all new entrepreneurs to carefully consider whether to deal independently with all the legal and tax practices indicated above, or if they consider it safer to rely on serious, qualified professionals with proven experience in business consultancy.

Our firm, thanks to the expertise and experience in consulting and assistance to innovative start-ups, both in the legal, tax and corporate fields:

  • provides all entrepreneurs interested in starting their own innovative start-up, a preliminary assessment on the existence of all legal requirements and specific assistance in carrying out the registration procedures in the special register;
  • manages the file until the end, representing you before the Chamber of Commerce and all public bodies.

Contact us immediately at number +39 0683521985 or +39 3711453121, or write to us at info@studiolegalecoscia.it to help you start your innovative start-up!

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