More information on the types of companies, the requirements for opening a business in San Marino

Companies that have their registered office in the Republic of San Marino are subject to the laws of San Marino and, if their purpose is an economic activity carried out for the purpose of dividing profits between the partners, must be established according to one of the types regulated by law.

Types of Companies

Companies must be established in one of the following forms: 
a) limited liability company people: 
– general partnership; 
b) capital companies: 
– joint stock companies; 
– limited liability companies

Both natural and legal persons may be members of capital companies.
In capital companies, only the company is liable for social obligations with its assets.

Register of Companies

The Register of Companies is established, kept at the Registry of the Court, for the registration of the following data of each company:

• details of the articles of association and the authorization of the Congress of State where required by special laws and any subsequent authorization or revocation provisions thereof;
• registered office and any subsequent changes thereto;
• subscribed and paid-up share capital, and any changes thereto;
• corporate purpose and any subsequent changes thereto;
• personal details of the legal representatives, directors, auditors, external auditors appointed to carry out the accounting audit, and liquidators, with the determination of their powers;
• date of approval of the financial statements;
• details of the provisions concerning any transformations, mergers or demergers;
• provisions of the judicial authority concerning the liquidation of the company, the granting of moratoria or the opening of bankruptcy proceedings, as well as any other provision that the judicial authority deems useful to make note;
• existence of a sole shareholder, if the company has not issued bearer shares;
• existence of pledge on the shares of the companies themselves;
• existence of seizures or attachments on the shares.

The entries in the Register of the data referred to in the previous paragraph are made, unless otherwise provided by law, upon request of the directors or liquidators, accompanied by the relevant documents. 
They must all minutes of the meetings of the Companies from which the resolutions relating to the approval of the financial statements, the introduction of amendments to the articles of association and the bylaws and the appointment of corporate officers or the assignment of tasks to auditors and auditing firms are shown must also be filed with the Registry within thirty days of registration or, if the resolutions are not subject to this formality, from the date of the meeting, without prejudice to the different terms indicated by law.

The changes to the data referred to in paragraph 1, until they are registered in the Register, are not enforceable against third parties unless it is proven that they were aware of them. The minutes of the meeting, the requests, the certificates, the registration orders and in general all the corporate acts contained in the company file at the Court can be created, transmitted, deposited, communicated, notified, kept and stored in electronic format, with the methods and guarantees that will be established by a specific regulation of the Congress of State. 
The Register can also be kept with computer tools, according to methods that will be established by a specific regulation. 
The Register is public and anyone can freely view it.

To obtain the registration of the company in the Registro must in any case be deposited at the Registry the Certifications relating to members, directors, auditors, external subjects in charge of auditing, appointed at the time of incorporation of the company itself. 
The deposit at the Registry of the Certifications of those who hold corporate offices, as well as of the external subject in charge of auditing eventually appointed, must be carried out in the event of confirmation of the assignment or replacement, and is a condition for obtaining registration in the Register. 
Where registration in professional registers or orders or special registers is required for the assumption of the corporate office, a certificate of registration issued by the body responsible for maintaining the register or register must in any case be deposited at the Registry. 
Directors, auditors, auditors, auditing companies, in the annual report to the budget of their respective competence or in an attachment to it must declare, under their personal responsibility, that they continue to meet the subjective and objective conditions provided for by the law for taking office.

Registered Office

The registered office of the company must be established in the territory of the Republic of San Marino.

Corporate purpose

The corporate purpose must be lawful, possible, determined, and must include activities that are consistent with each other.

Contributions and payments

In joint-stock companies, the value of the contributions cannot be less than the amount of the share capital. 
Unless the articles of association provide otherwise, the contributions must be made in cash. 
At least half of the contributions of the initial share capital of the company must be made within sixty clear days following the date of registration in the Register, and, if in cash, paid into a Sammarinese credit institution. In the event of incorporation of the company by unilateral act, all contributions must be made in cash and paid within sixty clear days following the date of registration in the Register. 
The payment of the contributions is certified by a declaration issued by the legal representative in the forms and under the conditions set out in article 3 of Law no. 21 October 1988. 105, to be filed within thirty days of its execution at the Registry by the directors.

In any case, the payment of all contributions must be requested by the directors and made within three years following the registration of the company in the Register. 
Failure to make the payment of contributions within the terms provided therein is cause for dissolution of the company and liquidation must be carried out, without prejudice to the provisions of the following article 11. In the event of inertia of the directors, liquidation may be ordered ex officio. To this end, the Law Commissioner shall assign in advance to the directors a term of no more than sixty days to file the documentation certifying the performance of the contributions, or to proceed with the convocation of a specific meeting for the adoption of the resolutions necessary for this purpose. 
In addition to money, all assets susceptible to economic evaluation may be contributed, but not performance of work or services or personal rights of enjoyment. Such contributions must in any case be declared at the same time as the signing of the articles of association or the resolution to increase the capital. 
The member who has contributed a credit is liable for the debtor’s insolvency.

For the assets contributed, the member is bound by the same obligations as if he had sold them.
Anyone who contributes assets in kind or credits must present a sworn report from an auditor or an auditing firm registered in the register of auditors or from a professional registered in a professional register of San Marino. The sworn report cannot be drawn up by anyone who falls under the causes of ineligibility provided for auditors by article 60. The report must contain the description of the assets or credits contributed, the indication of the evaluation criteria adopted and the certification that their value is at least equal to the value for which it was contributed. The report must be attached to the articles of association or to the resolution to increase the capital. 
Each member, in addition to the contributionto be carried out in accordance with the articles of association or the resolution to increase capital, is liable to the company for the performance of non-monetary ancillary services. The articles of association determine the content, duration, methods and compensation for such services, and establishes specific sanctions in the event of non-compliance. The shares to which the obligation of ancillary services is connected are not transferable without the consent of the directors, and if they are shares, these must be registered. Unless otherwise provided in the articles of association, the preceding obligations cannot be modified without the consent of all the partners. 
In partnerships, the partner is obliged to make the contributions determined in the partnership agreement, failing which it is presumed that the partners are obliged to contribute, in equal measure between them, what is necessary to achieve the corporate purpose.

Sole partner

Capital companies can have a sole partner at the time of their incorporation as well as by subsequent reunion of all the shares in the hands of a single person. In joint-stock companies, the reunion of all the shareholdings in a single entity does not imply their dissolution.
The sole shareholder exercises the powers and rights attributed to the shareholders or to the assembly by law or by the articles of association.
The existence of the sole shareholder of a joint-stock company that has not issued bearer shares must be registered in the Register.
In the event of insolvency of the company, the sole shareholder is liable without limitation for the company’s obligations arising during the period in which all the shareholdings were held by him exclusively if:

a) the request for registration in the Register of the existence of the sole shareholder is not formulated within the terms set out in Article 20 of the Law for the filing of the articles of association, in the event of the incorporation of a company with a unilateral act, or
b) the request for registration in the Register of the existence of the sole shareholder is not formulated within the terms provided for by Articles 26, paragraph 2, and 28, paragraph 3, of the Law, in the event of subsequent reunion of all the shareholdings in a single person, or 
c) the share capital is not fully paid within sixty days from the date of registration in the Register of the company established by unilateral act or within sixty days from the date of subsequent reunion of all the shareholdings in a single person. 
In partnerships, the loss of the plurality of partners is cause for dissolution of the company, if the plurality is not reconstituted within the following three months.

Amount of share capital

The amount of the share capital cannot be less than:

1. €25,500.00 (twenty-five thousand five hundred euros) in limited liability companies;
2. €77,000.00 (seventy-seven thousand euros) in joint stock companies;

Authorizations and conditions for incorporation

To establish a joint stock company it is necessary:

1. that the share capital is fully subscribed;
2. that the authorizations and other conditions required by special laws for the establishment of the company in relation to its particular purpose exist;
3. that the provisions of the Law regarding contributions are respected;
4. that all members are not Unsuitable Subjects.

Companies may modify their corporate purpose without authorization if the modification does not concern economic activities or non-liberalized sectors. 
The authorization is requested from the Congress of State by means of a specific request accompanied by a basic business plan that convinces, in objective and subjective terms, of its reliability and its compatibility with the economic and social needs of the Republic. The Congress of State in granting the authorization has the power to impose limits and conditions to guarantee the correct implementation of the plan.company. 
In cases of urgency or in order to prevent distortions of the socio-economic context of the Republic, a delegated decree may establish the need for authorization from the Congress of State for the incorporation of companies having as their object particular economic activities or product sectors. 

Form of the deed of incorporation

The deed of incorporation of a company must have the form of a public deed

Content of the deed of incorporation

The articles of association must indicate:

1. the social type;
2. the denomination;
3. the duration;
4. the registered office;
5. the object social;
6. the amount of the share capital;
7. surname and name, date and place of birth, residence, citizenship of all natural persons or name, date and place of incorporation, registered office and registration number in the company register for legal persons who participated as members in the stipulation of the deed of incorporation or in whose name the same was stipulated;
8. the share assigned to each member;
9. the subscription of the entire capital social;
10. the contributions of each member;
11. the value attributed to contributions in kind and the relative evaluation criterion;

– the rules relating to the composition and powers of the corporate bodies, indicating those concerning administration and representation;

1. the rules according to which profits must be distributed;
2. the appointment of the first members of the corporate bodies;
3. the indication of the rules relating to the operation of the company.

In joint-stock companies, the articles of association must also contain the number and nominal value of the shares, whether they are respectively registered, their characteristics and the methods of issue and circulation. 
In general partnerships, the articles of association must also indicate the rules according to which the profits must be distributed and the share of each partner in the profits and losses. 
The articles of association contain the rules relating to the operation of the corporate bodies and of society. Even if the subject of a separate document, the bylaws are an integral part of the articles of association.

Filing of the articles of association and registration in the Register

The notary who has received the company’s deed of incorporation, having verified that the conditions set out by the Law have been met, must deposit a certified copy at the Registry within thirty days of the registration date, attaching the documents proving the existence of the conditions set out by the Law. 
If the notary does not deposit within the above-mentioned deadline, each partner or director may do so at the company’s expense. 
The company’s registration in the Register is requested at the same time as the filing of the articles of association. 
The Registrar, having verified only the formal regularity of the documentation, within 10 days of the request for registration, registers the company in the Register or issues a reasoned refusal order to be notified to the person who requested registration. 
If the Registrar refuses registration in the Register, or does not proceed with registration within the term indicated in the preceding paragraph, the notary, or, in default, the administrator or each partner, may appeal to the Law Commissioner within thirty days from the notification of the refusal order or from the expiry of the term within which the Registrar should have issued the order. In this case, the Law Commissioner, having verified compliance with the conditions required by the Law, orders by decree the registrationcompany registration in the Register. In the event of a refusal to register the company in the Register, the decree of the Law Commissioner is subject to appeal before the Appellate Judge within thirty days of notification. 
The registration of the company in the Register is communicated to the Office of Industry, Crafts and Commerce by the Registry within 15 days of the formality being carried out

Effects of registration and acquisition of legal personality

With registration in the Register, the company acquires legal personality, which lasts until the cancellation of the company. 
For operations carried out in the name of the company before registration, those who acted are unlimitedly, jointly and personally liable to third parties. The sole founding member and those of the members who in the articles of association or with a separate document have decided, authorised or permitted the completion of the transaction are also jointly, severally and individually liable. Agreements to the contrary are not enforceable against third parties. The issue of shares or the transfer of participations before the company is registered are null and void. With the acquisition of legal personality, the assets of the company are distinct from the assets of the members. The company’s creditors cannot act on the assets of the members with unlimited and joint liability without first having seized the company’s assets. In a general partnership, the particular creditors of the members with unlimited liability have no action on the company’s assets, but if the assets of the debtor member are insufficient to satisfy the debts contracted in a personal capacity, the creditor can request the liquidation of the debtor’s share and the share must be liquidated within three months of the application, unless the dissolution of the company is resolved.