Corporate Law at San Marino
Certainly! Here's an overview of Corporate Law in San Marino:
Corporate Law in San Marino
San Marino is a small independent republic surrounded by Italy with a unique legal and corporate framework. Corporate law here is influenced by civil law traditions and tailored to its small but internationally connected economy.
Key Aspects of Corporate Law in San Marino
1. Types of Business Entities
The main types of companies recognized in San Marino include:
Società a Responsabilità Limitata (S.r.l.) — Limited Liability Company
The most common form for small and medium businesses. Shareholders’ liability is limited to their capital contribution.
Società per Azioni (S.p.A.) — Joint Stock Company
Typically used for larger enterprises. Capital divided into shares.
Società in Accomandita Semplice (S.a.s.) — Limited Partnership
Composed of general partners (with unlimited liability) and limited partners.
Sole Proprietorship and Other Forms
Individual business entities and partnerships with simpler structures.
2. Company Formation
Companies must be incorporated by notarized deed and registered with the Commercial Registry.
Minimum capital requirements:
For S.r.l.: Usually a low minimum (often around €1,000).
For S.p.A.: Higher minimum capital, generally €50,000 or more.
Articles of incorporation and bylaws must comply with local regulations.
3. Corporate Governance
S.p.A. companies require a Board of Directors and a Board of Statutory Auditors.
S.r.l. companies have more flexible governance, usually managed by one or more directors.
Shareholders hold meetings to decide on key company issues.
4. Taxation and Compliance
San Marino has a competitive corporate tax regime, with corporate income tax generally around 17%.
The country offers various tax incentives for certain types of companies, especially in finance and manufacturing.
Companies must file annual accounts and tax returns with San Marino authorities.
5. Foreign Investment and Residency
San Marino encourages foreign investment and has relatively open rules for foreign ownership.
No restrictions on foreign nationals holding shares or managing companies.
The jurisdiction is known for its banking secrecy and financial services, although it complies with international transparency standards.
6. Legal Framework and International Agreements
San Marino is not part of the European Union but has close economic ties with the EU.
It complies with international standards regarding anti-money laundering (AML) and corporate transparency.
Bilateral treaties with Italy and other countries affect cross-border business.
Summary
San Marino’s corporate law offers flexible options for company formation, favoring small and medium enterprises.
Limited liability companies (S.r.l.) and joint stock companies (S.p.A.) are the main corporate vehicles.
The regulatory environment is business-friendly, with competitive taxation and openness to foreign investors.
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